8-K

             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): February 11, 1999

Service Corporation International (Exact name of Registrant as specified
                        in Charter)


Texas                         1-6402-1                         74-1488375
(State or Other              (Commission                     (IRS Employer
Jurisdiction of              File Number)                  Identification No.)
Incorporation)

1929 Allen Parkway
Houston, Texas                                                   77019
(Address of Principal Executive Offices)                       (Zip Code)

Registrant's telephone number, including area code:  (713)  522-5141





Item 5.   Other Events.

          On February  11,  1999,  Service  Corporation  International,  a Texas
corporation (the "Company"), announced the resignation of L. William Heiligbrodt
as President and Chief Operating  Officer,  as more fully described in the press
release filed as Exhibit 99.1 to this Current Report on Form 8-K.


Item 7.   Exhibits.

          (c)  Exhibits.
               99.1 Press release dated February 11, 1999 issued by the Company.





                                   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.

                                             SERVICE CORPORATION INTERNATIONAL


Date:  February 11, 1999                      By:  /s/  James M. Shelger
                                             --------------------------
                                                  James M. Shelger
                                                  Senior Vice President,
                                                  General Counsel
                                                  and Secretary




                        EXHIBIT INDEX




EXHIBIT NO.      DESCRIPTION
- -----------      -----------
             

99.1             Press release dated February 11, 1999 issued by the Company.

EX-99.1

FOR IMMEDIATE RELEASE:


                   SERVICE CORPORATION INTERNATIONAL ANNOUNCES
                      RESIGNATION OF L. WILLIAM HEILIGBRODT
                    AS PRESIDENT AND CHIEF OPERATING OFFICER


Houston, Texas, February 11, 1999 . . . Service Corporation International 
(NYSE: SRV) announced today the resignation of L. William Heiligbrodt as 
President and Chief Operating Officer of the Company in order to facilitate 
the consolidation of senior executive responsibility in one office at this time.

Mr. R. L. Waltrip, Chairman and Chief Executive Officer, expressed his 
appreciation for Mr. Heiligbrodt's support and contribution towards SCI's 
success over the last ten years. Mr. Heiligbrodt has agreed to remain as a 
consultant to the Company.

R. L. Waltrip has assumed responsibility for the areas previously assigned to 
Mr. Heiligbrodt.

The Company also has initiated an executive search to augment its executive
management team.

As of December 31, 1998, SCI operated 3,442 funeral service locations,  
433 cemeteries and 191 crematoria.  SCI provides  funeral and
cemetery services in 20 countries on five continents.


For additional information contact:

SCI:   Todd A. Matherne - Vice President & Treasurer         Tel: (713)525-5243

       George R. Champagne - Senior Vice President and CFO   Tel: (713)525-5546

Media: Kate Inverarity, Brunswick Group                      Tel: (212)333-3810


Other Service Corporation International and press releases are available through
Company News On-Call by fax,  (800) 758-5804,  extension  104532, or at
http://www.prnewswire.com or SCI's homepage: http://www.sci-corp.com.