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                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): July 27, 2006

                           LAIDLAW INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)

          Delaware                  001-10657                  98-0390488
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(State or other jurisdiction      (Commission              (I.R.S. Employer
     of incorporation)            File Number)            Identification No.)

55 Shuman Blvd. Suite 400, Naperville, Illinois               60563
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    (Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (630) 848-3000

                                 Not Applicable
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           Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing 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))

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ITEM 1.01    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Amendment of Named Executive Officers' Employment Agreements - On July 27, 2006,
the Human Resources and Compensation Committee of the Board of Directors of
Laidlaw International, Inc. ("Laidlaw") approved entering into amended and
restated employment agreements with Kevin E. Benson, Beth Byster Corvino,
Jeffrey W. Sanders, Jeffery A. McDougle, and Douglas A. Carty (the "NEOs"). The
amended and restated employment agreements were entered into on August 1, 2006,
and replace both the NEOs' previous Employment Agreements and the NEOs' previous
Change of Control Severance Agreements, which are no longer effective. In
addition, the amended and restated employment agreements are intended to bring
the NEOs' current agreements into compliance with Section 409A of the Internal
Revenue Code of 1986, as amended ("Section 409A"). The amended and restated
employment agreements are attached as Exhibits 99.1 through 99.5. Generally, the
amended and restated employment agreements combine into one agreement the terms
of the prior employment agreement and Change of Control Severance Agreement. The
amended and restated employment agreements generally do not modify the salary,
bonus, perquisites, change in control payments or other benefits that are
currently provided to the NEO. The following summarizes the other significant
changes contained in the amended and restated employment agreements compared to
the previous employment agreements and Change of Control Severance Agreements:

      -     Previously, only the Change of Control Severance Agreement provided
            for the right of an NEO to terminate employment for "good reason" on
            or within two years following a "change in control" and become
            entitled to severance payments and benefits. The amended and
            restated employment agreements modifies the definition of "good
            reason", preserves this right and extends it to all periods of
            employment, both prior to and following a "change in control" (as
            defined in the amended and restated employment agreements).

      -     The prior employment agreements provided that in addition to
            severance payments, an NEO was entitled to continue to participate
            in the Company's medical and dental plans at the same cost as other
            active employees for a period of generally 24 months. To the extent
            that such arrangement may cause an excise tax on the NEO under Code
            Section 409A, the amended and restated employment agreements provide
            that the NEO will pay the entire cost of such continuation coverage
            and the Company will pay to the NEO at the time of his or her
            termination, an additional amount, which after the payment of income
            and other employment taxes, provides the NEO with the estimated
            amount of the cost of such continuation coverage. The amended and
            restated employment agreements also provide that this continuation
            period will count towards any required continuation period under
            COBRA.

      -     The amended and restated employment agreements provide that if the
            NEO is a "specified employee" as defined in Code Section 409A, then
            (i) if such termination is without Cause (as defined in the
            agreement), all amounts payable as severance will be paid in equal
            monthly amounts over a period ending on the first day of the third
            month following the later of the last day of the calendar year in
            which such termination occurred, or the fiscal year of Laidlaw in
            which the termination occurred, or (ii) if such



            termination is by the NEO for "good reason" then, if necessary to
            avoid adverse tax consequences, such payments will be made in
            monthly installments following the expiration of six months from
            such termination.

      -     If the NEO is subject to excise taxes under Section 409A, Laidlaw
            will pay such taxes on a fully grossed-up basis.

      -     Mr. Carty is now President and Chief Executive Officer of Laidlaw
            Transit, Inc. (replacing his former position as Executive Vice
            President and Chief Financial Officer of Laidlaw International,
            Inc.). Therefore, Mr. Carty's amended and restated employment
            agreement is with Laidlaw Transit, Inc., instead of with Laidlaw,
            and his "change in control" definition includes, in addition to the
            definition of "change in control" contained in the other agreements
            (i) the approval of the stockholders of Laidlaw of a complete
            liquidation or dissolution of Laidlaw Transit, Inc., and (ii) the
            consummation of a sale of substantially all of the assets or the
            majority of the voting stock of Laidlaw Transit, Inc.

      -     Following termination, the NEO covenants to cooperate with Laidlaw
            and is subject to noncompete, non-solicitation and confidentiality
            covenants. The prior employment agreements only provided these
            covenants on terminations that were unrelated to a "change in
            control." In addition, the payment of severance is now tied to the
            NEO's compliance with the terms of these covenants.

      -     If the NEO would be subject to excise taxes on excess parachute
            payments as defined in Section 280G of the Internal Revenue Code,
            then Laidlaw will gross-up the NEO for such taxes and all related
            income taxes thereon; but only if the payments the NEO would receive
            upon change in control exceeds 110% of the amount that would be an
            excess parachute payment. If the amount of payments that the NEO
            would receive upon a change in control is less than 110% of the
            amount that would cause such payments to be excess parachute
            payments, then the NEO's severance would be reduced by an amount
            which is necessary to avoid the application of Section 280G.

Amendment of Other Compensation Plans - In addition, on July 27, 2006, the Human
Resources and Compensation Committee of the Board of Directors of Laidlaw also
amended the Laidlaw International, Inc. Non-Employee Director Compensation
Policy, the Laidlaw International, Inc. Short Term Incentive Plan, and the
Laidlaw Inc. U.S. Supplemental Executive Retirement Arrangement to comply with
the timing of deferral elections and distribution requirements of Section 409A.
Such amendments do not modify the amount of any benefits which are otherwise
payable under such plans. Copies of such amendments are attached as Exhibits
99.6, 99.7 and 99.8, respectively.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Upon execution of the amended and restated employment agreements described in
Item 1.01 above, each NEO's Employment Agreement and Change in Control Severance
Agreement is terminated and is no longer effective.

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                                   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.

                                   LAIDLAW INTERNATIONAL, INC.

August 2, 2006                     By: /s/ Jeffrey W. Sanders
                                       ------------------------
                                       Name: Jeffrey W. Sanders
                                       Title: Vice President and Chief Financial
                                              Officer

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                                  Exhibit Index



EXHIBIT NO.       DESCRIPTION
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99.1              Amended and Restated Employment Agreement between Laidlaw
                  International, Inc. and Kevin E. Benson

99.2              Amended and Restated Employment Agreement between Laidlaw
                  International, Inc. and Beth Byster Corvino

99.3              Amended and Restated Employment Agreement between Laidlaw
                  International, Inc. and Jeffrey W. Sanders

99.4              Amended and Restated Employment Agreement between Laidlaw
                  International, Inc. and Jeffery A. McDougle

99.5              Amended and Restated Employment Agreement between Laidlaw
                  Transit, Inc. and Douglas A. Carty

99.6              First Amendment to the Laidlaw International, Inc.
                  Non-Employee Director Compensation Policy

99.7              First Amendment to the Laidlaw International, Inc. Short Term
                  Incentive Plan

99.8              First Amendment to the Laidlaw Inc. U.S. Supplemental
                  Executive Retirement Arrangement


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