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): January 20, 2004

                        SERVICE CORPORATION INTERNATIONAL
             (Exact name of registrant as specified in its charter)

            Texas                     1-6402-1                   74-1488375
(State or other jurisdiction       (Commission file         (I. R. S. employer
      of incorporation)                number)            identification number)

      1929 Allen Parkway, Houston, Texas                          77019
   (Address of principal executive offices)                     (Zip code)

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



Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press release, dated January 19, 2004, issued by Service Corporation
      International

Item 9. Regulation FD Disclosure

      On January 19, 2004, Service Corporation International issued a press
release announcing it had signed an agreement with Vestar Capital Partners for
the joint venture of its funeral operations in France.

      The January 19, 2004 press release is furnished as Exhibit 99.1 to this
Form 8-K. The information in this Current Report on Form 8-K, including the
exhibit, is being furnished pursuant to Regulation FD and shall not be deemed to
be incorporated by reference into the filings of the Company under the
Securities Act of 1933 as amended, or the Securities Exchange Act of 1934, as
amended.

                                    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.

January 20, 2004                         SERVICE CORPORATION INTERNATIONAL

                                         By: /s/ Eric D. Tanzberger
                                         ---------------------------------------
                                         Eric D. Tanzberger
                                         Vice President and Corporate Controller



                                  Exhibit Index

Exhibit Number    Description
- --------------    -----------

99.1              Press release, dated January 19, 2004, issued by Service
                  Corporation International

EX-99.1

                                                                    Exhibit 99.1

     Service Corporation International Announces Execution of an Agreement
                 for The Joint Venture of Its French Operations

    HOUSTON, Jan. 19 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today that it had signed an agreement with private equity firm
Vestar Capital Partners for the joint venture of its funeral operations in
France.  The enterprise value of the French business is euro 300 million, of
which euro 290 million will be paid in cash and euro 10 million will be paid
pursuant to a note receivable.  In conjunction with the proposed transaction,
the Company will reinvest approximately euro 21 million for a 25% share of the
total equity capital of the newly formed entity.  After the reinvestment,
transaction fees and other closing costs and adjustments, the Company expects
to receive net cash proceeds at closing in the range of euro 240 to euro 260
million.

    The proposed transaction is contingent upon regulatory approvals, no
material adverse changes in the Company's French business prior to closing and
a number of other conditions.  The Company expects the transaction to be
completed in the first quarter of 2004.

    Lehman Brothers advised the Company on the transaction and solely arranged
and underwrote the debt financing for the transaction.


    Cautionary Statement on Forward-Looking Statements

    The statements in this press release that are not historical facts are
forward-looking statements made in reliance on the "safe harbor" protections
provided under the Private Securities Litigation Reform Act of 1995.  These
statements may be accompanied by words such as "believe," "estimate,"
"project," "expect," "anticipate" or "predict," that convey the uncertainty of
future events or outcomes.  These statements are based on assumptions that the
Company believes are reasonable; however, many important factors could cause
the Company's actual results in the future to differ materially from the
forward-looking statements made herein and in any other documents or oral
presentations made by, or on behalf of, the Company.  Important factors, which
could cause actual results of the Company to differ materially from those in
forward-looking statements include, among others, the Company's ability to
successfully consummate the proposed transaction described herein.

    For further information on these and other risks and uncertainties, see
the Company's Securities and Exchange Commission filings, including the
Company's 2002 Annual Report on Form 10-K.  The Company assumes no obligation
to publicly update or revise any forward-looking statements made herein or any
other forward-looking statements made by the Company, whether as a result of
new information, future events or otherwise.

    As of September 30, 2003, the Company and its affiliates operated 2,236
funeral service locations, 429 cemeteries and 190 crematoria in 8 countries.
For more information about Service Corporation International, please visit our
website at www.sci-corp.com.


     For additional information contact:


     Investors:  Debbie Young - Director of Investor Relations
                 (713) 525-9088

     Media:      Terry Hemeyer - Managing Director / Corporate Communications
                 (713) 525-5497


SOURCE  Service Corporation International
    -0-                             01/19/2004
    /CONTACT:  investors, Debbie Young, Director of Investor Relations,
+1-713-525-9088, or media, Terry Hemeyer, Managing Director-Corporate
Communications, +1-713-525-5497, both of Service Corporation International/
    /Web site:  http://www.sci-corp.com /
    (SRV)

CO:  Service Corporation International; Vestar Capital Partners; Lehman
     Brothers
ST:  Texas, France
IN:
SU:  JVN