SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

Shaw Communications Inc.

(Translation of registrant’s name into English)

Suite 900, 630 — 3^rd Avenue S.W., Calgary, Alberta T2P 4L4 (403) 750-4500

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F o                    Form 40-F þ

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o                    No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

 

 

INCORPORATION BY REFERENCE

     This Report on Form 6-K and the exhibits hereto are incorporated by reference as exhibits to the Registration Statement on Form F-10 of Shaw Communications Inc. filed with the Securities and Exchange Commission on April 25, 2006 (File No. 333-133517).

EXHIBITS

Exhibit				Description
99.1				Third Series Supplemental Trust Indenture between Shaw Communications Inc. and Computershare Trust Company of Canada dated as of May 9, 2005.

SIGNATURE

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

Date:		May 9, 2006
		Shaw Communications Inc.

By: (signed) “Steve Wilson”

Steve Wilson
Senior Vice-President and Chief Financial Officer
Shaw Communications Inc.