UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2006

ALDERWOODS GROUP, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware (State or Other Jurisdiction of Incorporation)	000-33277 (Commission File Numbers)	52-1522627 (I.R.S. Employer Identification Nos.)


311 Elm Street Suite 1000 Cincinnati, Ohio (Address of Principal Executive Offices)		45202 (Zip Code)

Registrant’s telephone number, including area code: (513) 768-7400

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

On June 22, 2006, Alderwoods Group, Inc., a Delaware corporation (“Alderwoods”), issued a press release announcing that it has, together with Service Corporation International, a Texas corporation (“SCI”), entered into a timing agreement with the staff of the Federal Trade Commission in connection with the proposed merger of Alderwoods with a subsidiary of SCI. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	ALDERWOODS GROUP, INC.
	By:	/s/ Ellen Neeman

		Ellen Neeman Senior Vice President, Legal & Compliance
Date: June 22, 2006

EXHIBIT INDEX

Exhibit No.

Exhibit Description

Press release issued by Alderwoods, dated June 22, 2006

ALDERWOODS GROUP INC 8-K