<Page>

    As filed with the Securities and Exchange Commission on April 3, 2002
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------

                              ALDERWOODS GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                              52-1522627
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                          311 ELM STREET, SUITE 1000
                            CINCINNATI, OHIO 45208
                    (Address of Principal Executive Offices)

               ALDERWOODS GROUP, INC. DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                                 --------------

                              BRADLEY D. STAM, ESQ.
                 SENIOR VICE PRESIDENT, LEGAL & ASSET MANAGEMENT
                             ALDERWOODS GROUP, INC.
                           311 ELM STREET, SUITE 1000
                             CINCINNATI, OHIO 45208
                     (Name and Address of Agent For Service)

                                 (513) 768-7400
          (Telephone Number, Including Area Code, of Agent For Service)

                                 --------------

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
=================================================================================================
                                                                         Proposed
                                                         Proposed        Maximum
                                        Amount To         Maximum       Aggregate    Amount of
                                           Be          Offering Price    Offering   Registration
Title Of Securities To Be Registered   Registered(1)     per Share(2)    Price(2)        Fee
-------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>              <C>         <C>
Common Stock, par value $0.01
    per share(3)                         100,000            $8.91        $891,000        $82
=================================================================================================
</Table>

(1) Represents shares issuable under the Alderwoods Group, Inc. Director
    Compensation Plan (the "Plan").  Pursuant to Rule 416, there are also
    registered hereunder such indeterminate number of additional shares as may
    become subject to awards under the Plan as a result of the antidilution
    provisions contained therein.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee, pursuant to paragraphs (c) and (h) of Rule 457, on the
    basis of the average of the reported high and low sale prices of shares of
    the common stock of Alderwoods Group, Inc. ("Alderwoods Group") on the
    National Market System of The Nasdaq Stock Market,Inc. on April 1,2002.

(3) One preferred stock purchase right will also be issued with respect to each
    share of common stock.  Prior to the occurrence of certain events, such
    rights will not be evidenced separately from the common stock.  The terms
    of such rights are described in the Registration Statement on Form 8-A filed
    with the Securities and Exchange Commission by Alderwoods Group on
    March 13, 2002.

================================================================================
<Page>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed by Alderwoods Group, Inc.
("Alderwoods Group") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference into this Registration Statement:

    -   Alderwoods Group's Annual Report on Form 10-K for the year ended
        December 31, 2001, filed with the Commission on March 28, 2002;

    -   Alderwoods Group's Current Reports on Form 8-K filed January 3, 2002,
        March 7, 2002, March 13, 2002 and March 29, 2002; and

    -   The description of Alderwoods Group's common stock contained in
        Alderwoods Group's Registration Statement on Form 10 (Commission File
        No. 000-33277) filed with the Commission on December 26, 2001 and the
        description of the preferred stock purchase rights issued with respect
        to each share of common stock contained in Alderwoods Group's
        Registration Statement on Form 8-A (Commission File No. 000-33277) filed
        with the Commission on March 13, 2002.

    All documents filed with the Commission by Alderwoods Group pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement on Form S-8 (the "Registration Statement") and prior to the filing
of a post-effective amendment indicating that all securities offered under
this Registration Statement have been sold, or deregistering all securities
then remaining unsold, are also incorporated by reference and shall be a part
hereof from the date of filing of such documents.  Any statement contained in
later-dated documents will supplement, modify or supersede, as applicable,
information contained in earlier-dated documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The certificate of incorporation of Alderwoods Group (the "Certificate of
Incorporation") limits the liability of the directors of Alderwoods Group to
the maximum extent permitted by the General Corporation Law of the State of
Delaware (the "DGCL").  The DGCL provides that a director of a corporation
will not be personally liable for monetary damages for breach of that
individual's fiduciary duties as a director except for liability for any of
the following:  (a) a breach of the director's duty of loyalty to the
corporation or its stockholders; (b) any act or omission not in good faith or
that involves intentional misconduct or a knowing violation of the law; (c)
unlawful payments of dividends or unlawful stock repurchases or redemptions;
or (d) any transaction from which the director derived an improper personal
benefit.  This limitation of liability does not apply to liabilities arising
under federal securities laws and does not affect the availability of
equitable remedies such as injunctive relief or rescission.

    Section 145 of the DGCL provides that a corporation may indemnify
directors and officers, as well as other employees and individuals, against
attorneys' fees and other expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which
such person was or is a party or is threatened to be made a party by reason
of such person being or having been a director, officer, employee or agent of
the corporation.  The DGCL provides that section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

    The Certificate of Incorporation provides that Alderwoods Group is
required to indemnify its directors and officers to the maximum extent
permitted by law.  Notwithstanding the foregoing, the Certificate of
Incorporation does not require Alderwoods Group to indemnify any such
directors and officers in connection with any Proceeding (as such term is
defined in the Certificate of Incorporation) that was initiated prior to
January 2, 2002; provided,

                                       1
<Page>

however, that Alderwoods Group may, in its sole discretion, elect to provide
such indemnification in the event that any of Alderwoods Group's directors
and officers liability insurance carriers fails or refuses to provide
coverage.  The Certificate of Incorporation also requires Alderwoods Group to
advance expenses incurred by a director or officer in connection with the
defense of any action or proceeding arising out of that party's status or
service as a director or officer of Alderwoods Group or as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, if serving as such
at Alderwoods Group's request.  In addition, the Certificate of Incorporation
permits Alderwoods Group to secure insurance on behalf of any director or
officer for any liability arising out of his or her actions in a
representative capacity.

    Alderwoods Group has entered into indemnification agreements with its
directors and its executive officers containing provisions that will obligate
Alderwoods Group to:  (a) indemnify, to the maximum extent permitted by
Delaware law, those directors and officers against liabilities that may arise
by reason of their status or service as directors or officers, except
liabilities arising from willful misconduct of a culpable nature; (b) advance
their expenses incurred as a result of any proceeding against them as to
which they could be indemnified; and (c) obtain directors' and officers'
liability insurance if maintained for other directors or officers.

    In addition, Alderwoods Group maintains liability insurance for its
directors and officers.

ITEM 8.  EXHIBITS

<Table>
<Caption>
Exhibit Number  Description
--------------  -----------
<S>             <C>
  4.1           Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by
                reference to Exhibit 3.1 to the Alderwoods Group, Inc. Annual Report on
                Form 10-K, Commission File No. 000-33277, filed March 28, 2002)

  4.2           Form of Certificate of Designation of Series A Junior Participating
                Preferred Stock of Alderwoods Group, Inc. (incorporated by reference to
                Exhibit A to Exhibit 4.1 to the Alderwoods Group, Inc. Registration Statement
                on Form 8-A, Commission File No. 000-33277, filed March 13, 2002)

  4.3           Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2
                to the Alderwoods Group, Inc. Annual Report on Form 10-K, Commission File
                No. 000-33277, filed March 28, 2002)

  4.4           Rights Agreement, dated as of March 6, 2002 by and between Alderwoods
                Group, Inc. and Wells Fargo Bank Minnesota, National Association, as rights
                agent (incorporated by reference to Exhibit 4.1 to the Alderwoods Group, Inc.
                Registration Statement on Form 8-A, Commission File No. 000-33277, filed
                March 13, 2002)

  5.1           Opinion of Bradley D. Stam

  23.1          Consent of Independent Auditors

  23.2          Consent of Bradley D. Stam (included in Exhibit 5.1)

  24.1          Powers of Attorney (included on signature pages hereto)

  24.2          Powers of Attorney

  99.1          Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference
                to Exhibit 10.28 to the Alderwoods Group, Inc. Annual Report on Form 10-K,
                Commission File No. 000-33277, filed March 28, 2002)
</Table>

                                       2
<Page>

ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

    (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

    (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

    (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S-3 (Section 239.13 of
this chapter), Form S-8 (Section 239.16b of this chapter) or Form F-3
(Section 239.33 of this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

                                       3
<Page>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Act, Alderwoods Group,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, on April 2, 2002.

                                       ALDERWOODS GROUP, INC.

                                       By: /s/  BRADLEY D. STAM
                                           -----------------------------------
                                                Bradley D. Stam
                                                Senior Vice President,
                                                  Legal & Asset Management

    Each person whose signature appears below authorized Kenneth A. Sloan and
Bradley D. Stam, and each of them, as attorneys-in-fact and agents for each
of them (with full power of substitution and resubstitution), for and in the
name, place and stead of such individual, to sign and file with the
Securities and Exchange Commission any and all amendments, supplements and
exhibits to, and documents in connection with, this Registration Statement,
including post-effective amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing necessary, appropriate or
desirable to be done in order to effectuate the same as fully and to all
intents and purposes as each of the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes,
may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities on the
date indicated.

<Table>
<Caption>
             Signature                            Title                       Date
             ---------                            -----                       ----
<S>                                    <C>                                <C>

/s/  PAUL A. HOUSTON                   Director, President and Chief      April 2, 2002
-----------------------------------    Executive Officer (Principal
Paul A. Houston                        Executive Officer)


/s/  KENNETH A. SLOAN                  Senior Vice President, Chief       April 2, 2002
-----------------------------------    Financial Officer (Principal
Kenneth A. Sloan                       Financial Officer)


/s/  DWIGHT K. HAWES                   Vice President, Controller         April 2, 2002
-----------------------------------    (Principal Accounting Officer)
Dwight K. Hawes


/s/  JOHN S. LACEY                     Director, Chairman of the Board    April 2, 2002
-----------------------------------
John S. Lacey


                                       Director
-----------------------------------
Lloyd E. Campbell

<Page>

<Caption>
             Signature                            Title                       Date
             ---------                            -----                       ----
<S>                                    <C>                                <C>

                *                      Director                           April 2, 2002
-----------------------------------
Anthony G. Eames



                *                      Director                           April 2, 2002
-----------------------------------
Charles M. Elson


                                       Director
-----------------------------------
David Hilty


                                       Director
-----------------------------------
Olivia Kirtley


                                       Director
-----------------------------------
William R. Riedl


                *                      Director                           April 2, 2002
-----------------------------------
W. MacDonald Snow
</Table>

    * The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed on behalf
of the above-named officers and directors filed as Exhibit 24.2 to this
registration statement.

By:   /s/  BRADLEY D. STAM
    ---------------------------
      Bradley D. Stam
      Attorney-in-Fact

<Page>

                                 EXHIBIT INDEX

<Table>
<Caption>
Exhibit Number  Description
--------------  -----------
<S>             <C>
  4.1           Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by
                reference to Exhibit 3.1 to the Alderwoods Group, Inc. Annual Report on
                Form 10-K, Commission File No. 000-33277, filed March 28, 2002)

  4.2           Form of Certificate of Designation of Series A Junior Participating Preferred
                Stock of Alderwoods Group, Inc. (incorporated by reference to Exhibit A to
                Exhibit 4.1 to the Alderwoods Group, Inc. Registration Statement on Form 8-A,
                Commission File No. 000-33277, filed March 13, 2002)

  4.3           Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2
                to the Alderwoods Group, Inc. Annual Report on Form 10-K, Commission File
                No. 000-33277, filed March 28, 2002)

  4.4           Rights Agreement, dated as of March 6, 2002 by and between Alderwoods
                Group, Inc. and Wells Fargo Bank Minnesota, National Association, as rights
                agent (incorporated by reference to Exhibit 4.1 to the Alderwoods Group, Inc.
                Registration Statement on Form 8-A, Commission File No. 000-33277, filed
                March 13, 2002)

  5.1           Opinion of Bradley D. Stam

  23.1          Consent of Independent Auditors

  23.2          Consent of Bradley D. Stam (included in Exhibit 5.1)

  24.1          Powers of Attorney (included on signature pages hereto)

  24.2          Powers of Attorney

  99.1          Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference
                to Exhibit 10.28 to the Alderwoods Group, Inc. Annual Report on Form 10-K,
                Commission File No. 000-33277, filed March 28, 2002)
</Table>
[{"type": "S-8", "sequence": "1", "filename": "a2075751zs-8.txt", "description": "S-8", "secsgml_size_bytes": 22640}]
{"company-data": {"conformed-name": "ALDERWOODS GROUP INC", "cik": "0000927914", "assigned-sic": "7200", "irs-number": "521522627", "state-of-incorporation": "DE", "fiscal-year-end": "1228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85474", "film-number": "02601230"}, "business-address": {"street1": "11TH FLOOR, ATRIA III", "street2": "2225 SHEPPARD AVENUE EAST", "city": "TORONTO, ONTARIO", "state": "A6", "zip": "M2J 5C2", "phone": "513-768-7400"}, "mail-address": {"street1": "11TH FLOOR, ATRIA III", "street2": "2225 SHEPPARD AVENUE EAST", "city": "TORONTO, ONTARIO", "state": "A6", "zip": "M2J 5C2"}, "former-company": {"former-conformed-name": "LOEWEN GROUP INTERNATIONAL INC", "date-changed": "19940803"}}
As filed with the Securities and Exchange Commission on April 3, 2002
                                                     Registration No. 333-______
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                 --------------

                              ALDERWOODS GROUP, INC.
            (Exact Name of Registrant as Specified in Its Charter)

           DELAWARE                                              52-1522627
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                          311 ELM STREET, SUITE 1000
                            CINCINNATI, OHIO 45208
                    (Address of Principal Executive Offices)

               ALDERWOODS GROUP, INC. DIRECTOR COMPENSATION PLAN
                            (Full Title of the Plan)

                                 --------------

                              BRADLEY D. STAM, ESQ.
                 SENIOR VICE PRESIDENT, LEGAL & ASSET MANAGEMENT
                             ALDERWOODS GROUP, INC.
                           311 ELM STREET, SUITE 1000
                             CINCINNATI, OHIO 45208
                     (Name and Address of Agent For Service)

                                 (513) 768-7400
          (Telephone Number, Including Area Code, of Agent For Service)

                                 --------------

                         CALCULATION OF REGISTRATION FEE
=================================================================================================
                                                                         Proposed
                                                         Proposed        Maximum
                                        Amount To         Maximum       Aggregate    Amount of
                                           Be          Offering Price    Offering   Registration
Title Of Securities To Be Registered   Registered(1)     per Share(2)    Price(2)        Fee
-------------------------------------------------------------------------------------------------
Common Stock, par value $0.01
    per share(3)                         100,000            $8.91        $891,000        $82
=================================================================================================
(1) Represents shares issuable under the Alderwoods Group, Inc. Director
    Compensation Plan (the "Plan").  Pursuant to Rule 416, there are also
    registered hereunder such indeterminate number of additional shares as may
    become subject to awards under the Plan as a result of the antidilution
    provisions contained therein.

(2) Estimated solely for the purpose of calculating the amount of the
    registration fee, pursuant to paragraphs (c) and (h) of Rule 457, on the
    basis of the average of the reported high and low sale prices of shares of
    the common stock of Alderwoods Group, Inc. ("Alderwoods Group") on the
    National Market System of The Nasdaq Stock Market,Inc. on April 1,2002.

(3) One preferred stock purchase right will also be issued with respect to each
    share of common stock.  Prior to the occurrence of certain events, such
    rights will not be evidenced separately from the common stock.  The terms
    of such rights are described in the Registration Statement on Form 8-A filed
    with the Securities and Exchange Commission by Alderwoods Group on
    March 13, 2002.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

    The following documents, which have been filed by Alderwoods Group, Inc.
("Alderwoods Group") with the Securities and Exchange Commission (the
"Commission"), are incorporated by reference into this Registration Statement:

    -   Alderwoods Group's Annual Report on Form 10-K for the year ended
        December 31, 2001, filed with the Commission on March 28, 2002;

    -   Alderwoods Group's Current Reports on Form 8-K filed January 3, 2002,
        March 7, 2002, March 13, 2002 and March 29, 2002; and

    -   The description of Alderwoods Group's common stock contained in
        Alderwoods Group's Registration Statement on Form 10 (Commission File
        No. 000-33277) filed with the Commission on December 26, 2001 and the
        description of the preferred stock purchase rights issued with respect
        to each share of common stock contained in Alderwoods Group's
        Registration Statement on Form 8-A (Commission File No. 000-33277) filed
        with the Commission on March 13, 2002.

    All documents filed with the Commission by Alderwoods Group pursuant to
Sections13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement on Form S-8 (the "Registration Statement") and prior to the filing
of a post-effective amendment indicating that all securities offered under
this Registration Statement have been sold, or deregistering all securities
then remaining unsold, are also incorporated by reference and shall be a part
hereof from the date of filing of such documents.  Any statement contained in
later-dated documents will supplement, modify or supersede, as applicable,
information contained in earlier-dated documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

    The certificate of incorporation of Alderwoods Group (the "Certificate of
Incorporation") limits the liability of the directors of Alderwoods Group to
the maximum extent permitted by the General Corporation Law of the State of
Delaware (the "DGCL").  The DGCL provides that a director of a corporation
will not be personally liable for monetary damages for breach of that
individual's fiduciary duties as a director except for liability for any of
the following:  (a) a breach of the director's duty of loyalty to the
corporation or its stockholders; (b) any act or omission not in good faith or
that involves intentional misconduct or a knowing violation of the law; (c)
unlawful payments of dividends or unlawful stock repurchases or redemptions;
or (d) any transaction from which the director derived an improper personal
benefit.  This limitation of liability does not apply to liabilities arising
under federal securities laws and does not affect the availability of
equitable remedies such as injunctive relief or rescission.

    Section 145 of the DGCL provides that a corporation may indemnify
directors and officers, as well as other employees and individuals, against
attorneys' fees and other expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
any threatened, pending or completed actions, suits or proceedings in which
such person was or is a party or is threatened to be made a party by reason
of such person being or having been a director, officer, employee or agent of
the corporation.  The DGCL provides that section 145 is not exclusive of
other rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.

    The Certificate of Incorporation provides that Alderwoods Group is
required to indemnify its directors and officers to the maximum extent
permitted by law.  Notwithstanding the foregoing, the Certificate of
Incorporation does not require Alderwoods Group to indemnify any such
directors and officers in connection with any Proceeding (as such term is
defined in the Certificate of Incorporation) that was initiated prior to
January 2, 2002; provided,

                                       1
however, that Alderwoods Group may, in its sole discretion, elect to provide
such indemnification in the event that any of Alderwoods Group's directors
and officers liability insurance carriers fails or refuses to provide
coverage.  The Certificate of Incorporation also requires Alderwoods Group to
advance expenses incurred by a director or officer in connection with the
defense of any action or proceeding arising out of that party's status or
service as a director or officer of Alderwoods Group or as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, if serving as such
at Alderwoods Group's request.  In addition, the Certificate of Incorporation
permits Alderwoods Group to secure insurance on behalf of any director or
officer for any liability arising out of his or her actions in a
representative capacity.

    Alderwoods Group has entered into indemnification agreements with its
directors and its executive officers containing provisions that will obligate
Alderwoods Group to:  (a) indemnify, to the maximum extent permitted by
Delaware law, those directors and officers against liabilities that may arise
by reason of their status or service as directors or officers, except
liabilities arising from willful misconduct of a culpable nature; (b) advance
their expenses incurred as a result of any proceeding against them as to
which they could be indemnified; and (c) obtain directors' and officers'
liability insurance if maintained for other directors or officers.

    In addition, Alderwoods Group maintains liability insurance for its
directors and officers.

ITEM 8.  EXHIBITS
Exhibit Number  Description
--------------  -----------
4.1           Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by
                reference to Exhibit 3.1 to the Alderwoods Group, Inc. Annual Report on
                Form 10-K, Commission File No. 000-33277, filed March 28, 2002)

  4.2           Form of Certificate of Designation of Series A Junior Participating
                Preferred Stock of Alderwoods Group, Inc. (incorporated by reference to
                Exhibit A to Exhibit 4.1 to the Alderwoods Group, Inc. Registration Statement
                on Form 8-A, Commission File No. 000-33277, filed March 13, 2002)

  4.3           Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2
                to the Alderwoods Group, Inc. Annual Report on Form 10-K, Commission File
                No. 000-33277, filed March 28, 2002)

  4.4           Rights Agreement, dated as of March 6, 2002 by and between Alderwoods
                Group, Inc. and Wells Fargo Bank Minnesota, National Association, as rights
                agent (incorporated by reference to Exhibit 4.1 to the Alderwoods Group, Inc.
                Registration Statement on Form 8-A, Commission File No. 000-33277, filed
                March 13, 2002)

  5.1           Opinion of Bradley D. Stam

  23.1          Consent of Independent Auditors

  23.2          Consent of Bradley D. Stam (included in Exhibit 5.1)

  24.1          Powers of Attorney (included on signature pages hereto)

  24.2          Powers of Attorney

  99.1          Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference
                to Exhibit 10.28 to the Alderwoods Group, Inc. Annual Report on Form 10-K,
                Commission File No. 000-33277, filed March 28, 2002)
2
ITEM 9.  UNDERTAKINGS

    (a)  The undersigned registrant hereby undertakes:

    (1)  To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

    (i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

    (ii)  To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

    (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the Registration Statement is on Form S-3 (Section 239.13 of
this chapter), Form S-8 (Section 239.16b of this chapter) or Form F-3
(Section 239.33 of this chapter), and the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.

    (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    (3)  To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

    (b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

    (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.

                                       3
SIGNATURES

    Pursuant to the requirements of the Securities Act, Alderwoods Group,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Toronto, Province of Ontario, on April 2, 2002.

                                       ALDERWOODS GROUP, INC.

                                       By: /s/  BRADLEY D. STAM
                                           -----------------------------------
                                                Bradley D. Stam
                                                Senior Vice President,
                                                  Legal & Asset Management

    Each person whose signature appears below authorized Kenneth A. Sloan and
Bradley D. Stam, and each of them, as attorneys-in-fact and agents for each
of them (with full power of substitution and resubstitution), for and in the
name, place and stead of such individual, to sign and file with the
Securities and Exchange Commission any and all amendments, supplements and
exhibits to, and documents in connection with, this Registration Statement,
including post-effective amendments, hereby granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing necessary, appropriate or
desirable to be done in order to effectuate the same as fully and to all
intents and purposes as each of the undersigned might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or any of their substitutes,
may do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities on the
date indicated.
Signature                            Title                       Date
             ---------                            -----                       ----
/s/  PAUL A. HOUSTON                   Director, President and Chief      April 2, 2002
-----------------------------------    Executive Officer (Principal
Paul A. Houston                        Executive Officer)

/s/  KENNETH A. SLOAN                  Senior Vice President, Chief       April 2, 2002
-----------------------------------    Financial Officer (Principal
Kenneth A. Sloan                       Financial Officer)

/s/  DWIGHT K. HAWES                   Vice President, Controller         April 2, 2002
-----------------------------------    (Principal Accounting Officer)
Dwight K. Hawes

/s/  JOHN S. LACEY                     Director, Chairman of the Board    April 2, 2002
-----------------------------------
John S. Lacey

                                       Director
-----------------------------------
Lloyd E. Campbell
Signature                            Title                       Date
             ---------                            -----                       ----
*                      Director                           April 2, 2002
-----------------------------------
Anthony G. Eames

                *                      Director                           April 2, 2002
-----------------------------------
Charles M. Elson

                                       Director
-----------------------------------
David Hilty

                                       Director
-----------------------------------
Olivia Kirtley

                                       Director
-----------------------------------
William R. Riedl

                *                      Director                           April 2, 2002
-----------------------------------
W. MacDonald Snow
* The undersigned, by signing his name hereto, does sign and execute this
registration statement pursuant to the Powers of Attorney executed on behalf
of the above-named officers and directors filed as Exhibit 24.2 to this
registration statement.

By:   /s/  BRADLEY D. STAM
    ---------------------------
      Bradley D. Stam
      Attorney-in-Fact
EXHIBIT INDEX
Exhibit Number  Description
--------------  -----------
4.1           Certificate of Incorporation of Alderwoods Group, Inc. (incorporated by
                reference to Exhibit 3.1 to the Alderwoods Group, Inc. Annual Report on
                Form 10-K, Commission File No. 000-33277, filed March 28, 2002)

  4.2           Form of Certificate of Designation of Series A Junior Participating Preferred
                Stock of Alderwoods Group, Inc. (incorporated by reference to Exhibit A to
                Exhibit 4.1 to the Alderwoods Group, Inc. Registration Statement on Form 8-A,
                Commission File No. 000-33277, filed March 13, 2002)

  4.3           Bylaws of Alderwoods Group, Inc. (incorporated by reference to Exhibit 3.2
                to the Alderwoods Group, Inc. Annual Report on Form 10-K, Commission File
                No. 000-33277, filed March 28, 2002)

  4.4           Rights Agreement, dated as of March 6, 2002 by and between Alderwoods
                Group, Inc. and Wells Fargo Bank Minnesota, National Association, as rights
                agent (incorporated by reference to Exhibit 4.1 to the Alderwoods Group, Inc.
                Registration Statement on Form 8-A, Commission File No. 000-33277, filed
                March 13, 2002)

  5.1           Opinion of Bradley D. Stam

  23.1          Consent of Independent Auditors

  23.2          Consent of Bradley D. Stam (included in Exhibit 5.1)

  24.1          Powers of Attorney (included on signature pages hereto)

  24.2          Powers of Attorney

  99.1          Alderwoods Group, Inc. 2002 Equity Incentive Plan (incorporated by reference
                to Exhibit 10.28 to the Alderwoods Group, Inc. Annual Report on Form 10-K,
                Commission File No. 000-33277, filed March 28, 2002)