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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                     FORM 15
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             Certification and Notice of Termination of Registration
           under Section 12(g) of the Securities Exchange Act of 1934
             or Suspension of Duty to File Reports Under Sections 13
                and 15(d) of the Securities Exchange Act of 1934


                          COMMISSION FILE NO. 000-33277


                             ALDERWOODS GROUP, INC.
             (Exact name of registrant as specified in its charter)

                           311 ELM STREET, SUITE 1000
                             CINCINNATI, OHIO 45202
                                 (513) 768-7400
                   (Address, including zip code, and telephone
                         number, including area code, of
                        registrant's principal executive
                                    offices)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                        WARRANTS TO PURCHASE COMMON STOCK
            (Title of each class of securities covered by this Form)

                                      NONE
                    (Title of all other classes of securities
                     for which a duty to file reports under
                         Section 13(a) or 15(d) remains)

         Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

         Rule 12g-4(a)(1)(i)          [X]     Rule 12h-3(b)(1)(i)           [X]
         Rule 12g-4(a)(1)(ii)         [ ]     Rule 12h-3(b)(1)(ii)          [ ]
         Rule 12g-4(a)(2)(i)          [ ]     Rule 12h-3(b)(2)(i)           [ ]
         Rule 12g-4(a)(2)(ii)         [ ]     Rule 12h-3(b)(2)(ii)          [ ]
                                              Rule 15d-6                    [ ]

         Approximate number of holders of record as of the certification
                               or notice date: 1




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         Pursuant to the requirements of the Securities Exchange Act of 1934,
Alderwoods Group, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

                                   ALDERWOODS GROUP, INC.

November 28, 2006

                                   By:      /s/ Christopher H. Cruger
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                                   Name:    Christopher H. Cruger
                                   Title:   Vice President, Business Development