UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, DC 20549 
SCHEDULE 13D/A 
Under the Securities Exchange Act of 1934 


Intrawest Corporation
(Name of Issuer) 


Common Stock, no par value 
(Title of Class of Securities) 


460915200
(CUSIP Number)

 
Thomas R. Hudson Jr., Pirate Capital LLC 200 Connecticut Avenue, 4th Floor
Norwalk, CT 06854 (203) 854-1100 
(Name, Address and Telephone Number of Person Authorized to Receive 
Notices and Communications) 


July 15, 2005 
(Date of Event which Requires Filing of this Statement) 
            
If the filing person has previously filed a statement on Schedule 13G 
to report the acquisition which is the object of this Schedule 13D, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the 
following box  [ ]
            
*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter disclosures provided in a prior cover page. The information 
required on the remainder of this cover page shall not be deemed to be 
"filed" for the purpose of Section 18 of the Securities Exchange Act 
of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act 
(however, see the Notes). 

 

CUSIP: 460915200
1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Pirate Capital LLC 


2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X 


3 SEC USE ONLY 


4 SOURCE OF FUNDS 
Not Applicable (See Item 3) 

                                                                             
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
2(d) or 2(e)
[ ] 


6 CITIZENSHIP OR PLACE OF ORGANIZATION 
Delaware 

                                            
NUMBER OF SHARES 
BENEFICIALLY OWNED BY 
EACH REPORTING 
PERSON WITH
				7 	SOLE VOTING POWER 
					771,700 (See Item 5) 

				8 	SHARED VOTING POWER 
					0 

				9 	SOLE DISPOSITIVE POWER 
					3,264,800 (See Item 5) 

				10	SHARED DISPOSITIVE POWER 
					0 


				11 	AGGREGATE AMOUNT BENEFICIALLY OWNED 
					BY EACH REPORTING PERSON 
					3,264,800 (See Item 5) 
				

				12	CHECK BOX IF THE AGGREGATE AMOUNT IN 
					ROW (11) EXCLUDES CERTAIN SHARES* 


				13	PERCENT OF CLASS REPRESENTED BY	
					AMOUNT IN ROW (11) 
					6.8% (See Item 4) 


				14	TYPE OF REPORTING PERSON* 
					OO (See Item 2) 





CUSIP: 460915200


1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 
Thomas R. Hudson Jr. 

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) * See Item 2 (b) X


3 SEC USE ONLY 


4 SOURCE OF FUNDS 
Not Applicable (See Item 3) 

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 
ITEMS 2(d) or 2(e) 
[ ] 

6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 

NUMBER OF SHARES 
BENEFICIALLY OWNED BY 
EACH REPORTING 
PERSON WITH

				7	SOLE VOTING POWER 
					2,493,100 (See Item 5) 


				8 	SHARED VOTING POWER 
					771,700 (See Item 5) 


				9 	SOLE DISPOSITIVE POWER 
					0 


				10	SHARED DISPOSITIVE POWER 
					3,264,800 (See Item 5) 

				11	AGGREGATE AMOUNT BENEFICIALLY OWNED 
					BY EACH REPORTING PERSON
					3,264,800  (See Item 5) 

				12	CHECK BOX IF THE AGGREGATE AMOUNT IN 
					ROW (11) EXCLUDES CERTAIN SHARES* 


				13 	6.8% (See Item 4) 


				14	TYPE OF REPORTING PERSON* 
					IN 



Item 1. Security and Issuer 

The class of equity securities to which this Schedule 13D/A relates is shares 
of common stock, no par value, of Intrawest Corporation whose   
principal executive offices are located at 200 Burrard Street, Suite 800, 
Vancouver, BC V6C 3L6, Canada.



Item 2. Identity and Background 

(a), (b), (c) and (f) This is amendment no. 1 to the Schedule 13D
filed by Pirate Capital LLC and Thomas R. Hudson Jr. on June 28, 2005. 
Pirate Capital LLC is a limited liability company, organized under the 
laws of Delaware, whose principal executive office is 200 Connecticut 
Avenue, 4th Floor, Norwalk, Connecticut 06854.  The principal business 
of Pirate Capital LLC is providing investment management services to 
investment partnerships and other entities.  Thomas R. Hudson Jr. is 
the sole owner and Managing Member of Pirate Capital LLC and a citizen of 
the United States.  Each of the aforesaid reporting persons is deemed to be 
the beneficial owner of an aggregate of 3,264,800 shares of the Common Stock 
of the Issuer (the Shares), which Shares are owned of record, in part, by each 
of Jolly Roger Fund LP, Jolly Roger Offshore Fund Ltd and Mint Master Fund 
Ltd (the "Holders"). The persons filing this report disclaim that they 
and/or the Holders are members of a group as defined in Regulation 13D-G.

(d) and (e) Within the last five years, neither Pirate Capital LLC nor 
Thomas R. Hudson Jr. has been i) convicted in a criminal proceeding, or 
ii) a party to a civil proceeding of a judicial or administrative body 
of competent jurisdiction and as a result of such proceeding was or is 
subject to a judgment decree or final order enjoining future violations 
of, or prohibiting or mandating activities subject to, federal or state 
securities laws or finding any violation with respect to such laws.
 


Item 3. Source and Amount of Funds or Other Consideration 

Funds for the purchase of the Shares were derived from available capital 
of the Holders.  A total of $67,869,316.66 was paid to acquire the Shares as 
detailed in Item 5. 



Item 4. Purpose of Transaction 

The securities covered by this Schedule 13D/A were acquired by each of the
Holders for investment purposes. The Reporting Persons believe that the
Common Stock at current market prices is significantly undervalued.
 
Except for the actions referred to in the preceding paragraph, none of the
persons on behalf of whom this Schedule 13D/A is filed currently has other
plans or proposals that relate to or would result in any of the consequences
listed in paragraphs (a) through (j) of Item 4 of the Special Instructions
for Complying with Schedule 13D.
 
Pirate Capital LLC intends to review on a continuing basis the investments by 
the Holders in the Issuer on behalf of which it has dispositive power. Based
on such continuing review, and all other factors deemed relevant, Pirate Capital
LLC may exercise its authority on behalf of one or more of the Holders to sell
or seek the sale of all or part of the Shares or to increase a Holder's holdings
of Common Stock of the Issuer.
 



Item 5. Interest in Securities of the Issuer 
Item 5 is hereby amended by the addition of the following:

(a) and (b) By virtue of its position as general partner of Jolly Roger Fund LP
and an agreement between it and the sole owner of Mint Master Fund, Ltd., 
Pirate Capital LLC has sole power to vote or direct the voting, and to dispose 
or direct the disposition of, all of the Shares owned by Jolly Roger Fund LP
and Mint Master Fund Ltd. By virtue of an agreement between it and Jolly Roger 
Offshore Fund, Ltd. Pirate Capital LLC has sole disposition power with respect
to all of the Shares owned by Jolly Roger Offshore Fund Ltd. By virtue of his 
position as sole Managing Member of Jolly Roger Offshore Fund Ltd, Thomas R.
Hudson Jr. has sole voting power with respect to the Shares owned by Jolly 
Roger Offshore Fund Ltd.  By virtue of his position as sole Managing Member
of Pirate Capital LLC, Thomas R. Hudson Jr. is deemed to have shared voting 
power and shared disposition power with respect to all Shares as
to which Pirate Capital, LLC has voting power or disposition power. 

Based on the foregoing, Pirate Capital LLC has sole voting power with respect
to 771,700 of the Shares and sole disposition power with respect to 3,264,800 of
the Shares; Thomas R. Hudson Jr. has sole voting power with respect to 
2,493,100 of the Shares and shared voting power with respect to 771,700 of the 
Shares and shared disposition power with respect to 3,264,800 of the Shares;

(c) All of the Shares were purchased by the Holders in open market transactions.
The following sets forth all purchases made by each of the Holders in the last
sixty days: 


JOLLY ROGER OFFSHORE FUND LTD 
Trade Date	Number of Shares	Price 
2005-07-05	20,000		24.02 
2005-07-06	600		24.06 
2005-07-07	25,000		23.69
2005-07-07	25,000		23.72
2005-07-07	13,900		23.80
2005-07-13	100,000		24.00
2005-07-14	18,800		24.00
2005-07-15	10,000		23.78 
2005-07-15	127,500		23.87
2005-07-15	75,000		23.94
2005-07-15	137,500		24.01
2005-07-20	50,000		24.08
2005-07-21	5,200		23.84
2005-07-22	40,000 		23.56 




Item 6. Contracts, Arrangements, Understandings or Relationships with 
Respect to Securities of the Issuer 

	NONE 



Item 7. Material to Be Filed as Exhibits 
	NONE
	



Signature 

After reasonable inquiry and to the best of their knowledge and belief, 
the undersigned certify that the information set forth in this statement
is true, complete and correct. 



Dated: July 25, 2005

			Pirate Capital LLC 
		


		
		   By: 	Thomas R. Hudson Jr. 
			Portfolio Manager