SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

LAIDLAW INTERNATIONAL, INC.

(Name of Issuer)

LAIDLAW INTERNATIONAL, INC.

(Name of Filing Person (Offeror))

Common Stock, $0.01 par value
(including the associated preferred share purchase rights attached thereto)
(Title of Class of Securities)

50730R102
(CUSIP Number of Class of Securities)

Beth Byster Corvino, Esq.
Executive Vice President, General Counsel
and Corporate Secretary
Laidlaw International, Inc.
55 Shuman Boulevard, Suite 400
Naperville, Illinois 60563
(630) 848-3000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Filing Person(s))

Copy to:
Richard S. Meller, Esq.
Latham & Watkins
233 S. Wacker Drive, Suite 5800
Chicago, Illinois 60606
(312) 876-7700

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing
	fee**
$427,500,000	$45,742.50

*	Calculated solely for the purpose of determining the filing fee, based upon the purchase of 15,000,000 shares of common stock, $0.01 par value, at the maximum tender offer price of $28.50 per share.
**	The amount of filing fee was calculated at a rate of $107.00 per $1,000,000 of the transaction value. It was calculated by multiplying the transaction value by 0.000107.

þ     Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid:$45,742.50	Filing party: Laidlaw International, Inc.
Form or Registration No.: Schedule TO-I	Date Filed: July 10, 2006

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1

þ issuer tender offer subject to Rule 13e-4

o going private transaction subject to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer     o

     This Amendment No. 3 to Tender Offer Statement on Schedule TO (“Amendment No. 3”) relates to the offer by Laidlaw International, Inc., a Delaware corporation (“Laidlaw”) to purchase up to 15,000,000 shares, or such lesser number of shares as are properly tendered, of its common stock, $0.01 par value, including the associated preferred share purchase rights issued pursuant to the Rights Agreement, dated June 23, 2003, by and between Laidlaw and Wells Fargo Bank Minnesota, National Association, as Rights Agent, at a price not greater than $28.50 nor less than $25.50 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Laidlaw’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 10, 2006 and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer. This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed by Laidlaw on July 10, 2006 (as amended, the “Schedule TO”) as set forth below. This Amendment No. 3 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended.

     The information in the Offer to Purchase and the related Letter of Transmittal, copies of which previously were filed on Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii) thereto, respectively, is incorporated herein by reference in answer to Items 1 through 11 in Schedule TO except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 4. Terms of the Transaction.

     Item 4 of Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

     The Offer to Purchase is amended by inserting the sentence set forth below in the following location: page 15 of the Offer to Purchase at the end of the second full paragraph under “Section 4. Withdrawal Rights.”

     “Shareholders are required to submit separate notices of withdrawal for each portion of shares tendered at a different price.”

Item 7. Source and Amount of Funds or Other Consideration.

     Item 7 of Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

     The Offer to Purchase is amended by deleting the language set forth below from the following location: page 19 of the Offer to Purchase from the first sentence of the first full paragraph on page 19.

     “regardless of the circumstances giving rise to any such condition”

     The Offer to Purchase is further amended by inserting the sentence set forth below in the following location: page 19 of the Offer to Purchase immediately after the first sentence of the first full paragraph on page 19.

     “In the event we waive a condition, we will waive it with respect to all shareholders.”

Item 11. Additional Information.

     Item 11 of Schedule TO, which incorporates by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:

     The Offer to Purchase is amended by deleting the paragraph set forth below from the following location: page 22 of the Offer to Purchase directly below the table of SEC filings.

     “We incorporate by reference these documents and any additional documents that we may file with the Commission between the date of the tender offer and the date of the expiration or termination of the tender offer. These documents include periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, as well as proxy statements.”

     The Offer to Purchase is further amended by inserting the sentence set forth below in place of the above deleted paragraph.

     “We incorporate by reference the documents above.”

Item 12.  Exhibits.

     The index to exhibits appears on the page immediately following the signature page of this Amendment No. 3.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 26, 2006	LAIDLAW INTERNATIONAL, INC.
	By	/s/ Jeffrey W. Sanders
		Name:	Jeffrey W. Sanders
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

EXHIBIT
NUMBER	DESCRIPTION
(a)(1)(i)	Offer to Purchase, dated July 10, 2006.*
(a)(1)(ii)	Letter of Transmittal.*
(a)(1)(iii)	Notice of Guaranteed Delivery.*
(a)(1)(iv)	Letter to Shareholders, dated July 10, 2006.*
(a)(1)(v)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(2)-(4)	Not applicable.
(a)(5)(i)	Press Release, dated July 10, 2006.*
(a)(5)(ii)	Summary Advertisement, dated July 10, 2006.*
(a)(5)(iii)	Questions and Answers for employees regarding stock buy back.*
(a)(5)(iv)	Letter to employees regarding stock buy back.*
(a)(5)(v)	Memo to Equity Plan Participants about participation in the tender offer.**
(a)(5)(vi)	Notice to Canadian holders and related certification, dated July 13, 2006.***
(a)(5)(vii)	Submission to Jurisdiction and Appointment of Agent for Service of Process, dated July 13, 2006.***
(a)(5)(viii)	Report under Section 189.1.3 of the Regulations pursuant to Section 147.21(2) of the Securities Act (Quebec), R.S.Q., c. V-1.1, as amended, dated July 13, 2006.***
(a)(5)(ix)	Certificate of Eligibility, dated July 13, 2006.***
(b)	Commitment Letter dated July 5, 2006, by and among Laidlaw International, Inc., Citigroup Global Markets Inc., UBS Securities LLC and Morgan Stanley Senior Funding, Inc.*
(d)	Rights Agreement, dated June 23, 2003, by and between Laidlaw International, Inc. and Wells Fargo Bank Minnesota, National Association, as Rights Agent (filed as Exhibit 4.3 to the Form 8-K filed on July 9, 2003 and incorporated herein by reference).*
(g)	Not applicable.
(h)	Not applicable.

*	Previously filed on Schedule TO-I on July 10, 2006.
**	Previously filed on Amendment No. 1 to Schedule TO-I on July 11, 2006.
***	Previously filed on Amendment No. 2 to Schedule TO-I on July 14, 2006.

COVER

July 26, 2006

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Michael Pressman, Esq.

Re: Laidlaw International, Inc.
Schedule TO-I filed July 10, 2006, as amended
File No. 5-37254

Dear Mr. Pressman:

          Laidlaw International, Inc. (the “Company”) hereby transmits for filing the Company’s responses to your comment letter dated July 24, 2006. For your convenience, the comments of the staff (the “Staff”) of the Securities and Exchange Commission are reproduced below in bold type and are followed by the Company’s responses.

Section 4. Withdrawal Rights, page 15

1.	To avoid any potential confusion, please revise the disclosure pertaining to the procedure by which security holders may tender shares at different prices. For example, are stockholders required to submit separate notices of withdrawal for each portion of shares tendered at a different price?
	Response: We have revised the disclosure in response to the Staff’s comment. See page 15.

Conditions of the Offers, page 19

2.	We note that you reserve the right to terminate the offer in the event a condition is triggered regardless of the circumstances. Allowing acts or omissions by the company to trigger a condition to the offer may render the offer illusory in that the circumstances giving rise to the existence of a condition are within the control of the company. Please revise your disclosure accordingly.
	Response: We have revised the disclosure in response to the Staff’s comment. See page 19.

3.	Refer to your statement reserving the right to “waive any of the conditions of the offer, in whole or in part.” Please revise to clarify that in the event you waive a condition, you will waive it for all holders.
	Response: We have revised the disclosure in response to the Staff’s comment. See page 19.

Incorporation by Reference, page 21

4.

In the second paragraph of this section, you attempt to incorporate by reference any future documents or reports filed from the date of this offer until it is completed. However, Schedule TO does not permit such “forward” incorporation by reference. If the information provided to shareholders in the Offer to Purchase materially changes, you are under an obligation to amend the Schedule TO to update it and to disseminate the new information to shareholders in a manner reasonably calculated to inform them about the change. Please revise the disclosure accordingly.

Response: We have revised the disclosure in response to the Staff’s comment. See page 22.

Acknowledgement

          The Company also hereby acknowledges that:

• the Company is responsible for the adequacy and accuracy of the disclosure in this filing;

• Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to this filing; and

• the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

          Should you have any questions relating to any of the foregoing responses, please do not hesitate to contact the undersigned at (312) 876-6526 or Richard S. Meller at (312) 876-6521. Thank you for your cooperation and your attention to this matter.

Very truly yours,
 

/s/ Christopher P. Bennett  

Christopher P. Bennett