UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

SELECT MEDICAL HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of Incorporation)		333-133284 (Commission File Number)		20-1764048 (I.R.S. Employer Identification No.)

4716 Old Gettysburg Road, P.O. Box 2034, Mechanicsburg, PA 17055
(Address of principal executive offices) (Zip Code)

(717) 972-1100
(Registrant’s telephone number, including area code)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.05		Amendment to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

     On August 10, 2006, the Boards of Directors of Select Medical Corporation (“Select”) and Select Medical Holdings Corporation (“Holdings”) approved an amendment to Select’s Code of Conduct (the “Amendment”). Select’s Code of Conduct applies to Select and its subsidiaries and affiliates, including Holdings. The Amendment clarifies that is shall be considered a conflict of interest for an employee of Select to serve as a director or officer of a third party if such third party has an actual or potential business or other relationship with Select involving payments by or to Select in excess of $300,000 per year. The full text of Select’s Code of Conduct as so amended can befound on the Select’s website, www.selectmedicalcorp.com.

SIGNATURE

     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, thereunto duly authorized.