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): March 26, 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 9. Regulation FD Disclosure

      On  March  26,  2004,  Service  Corporation  International  issued a press
release  announcing  its  intention  to  offer,  subject  to  market  and  other
conditions,  $250 million  aggregate  principal amount of unsecured Senior Notes
due 2016.

      The March 26, 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.

March 26, 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 March 26, 2004, issued
                               by Service Corporation International
- ---------------------------    ----------------------------------------------

EX-99.1

                                                                    Exhibit 99.1

              Service Corporation International Announces Offering
                     of $250 Million Unsecured Senior Notes

    HOUSTON, March 26 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today that it intends to offer, subject to market and other
conditions, $250 million aggregate principal amount of unsecured Senior Notes
due 2016 (Senior Notes).  We intend to use the net proceeds from the offering
together with available cash for the retirement of existing indebtedness,
including the tender offer for our 6% Notes and the potential redemption of
our 6.75% Convertible Subordinated Notes due 2008, and for general corporate
purposes.  The offering of the Senior Notes is expected to close in
April 2004.

    The Senior Notes are being offered in an unregistered offering and may be
resold by the initial purchasers pursuant to Rule 144A and Regulation S under
the Securities Act of 1933.  The Senior Notes will not initially be registered
under the Securities Act of 1933 or the securities laws of any state and may
not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the Securities
Act and any applicable state securities laws.

    This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state in which the offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.


    Cautionary Statement on Forward-Looking Statements

    The statements in this press release that are not historical facts are
forward-looking statements.  These forward-looking statements have been 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 we believe are reasonable; however,
many important factors could cause our 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, us.  Important
factors which could cause actual results to differ materially from those in
forward-looking statements include, among others, unfavorable conditions in
the financing markets, and our ability to successfully complete the previously
announced tender offer and this proposed offering on favorable terms.

    For further information on these and other risks and uncertainties, see
our Securities and Exchange Commission (SEC) filings, including our
2003 Annual Report on Form 10-K.  You can obtain a copy of this document as
well as other SEC filings on our website at www.sci-corp.com .  We assume no
obligation to publicly update or revise any forward-looking statements made
herein or any other forward-looking statements made by us, whether as a result
of new information, future events or otherwise.



    Service Corporation International headquartered in Houston, Texas is the
world's largest funeral and cemetery company.  We have an extensive network of
providers including 1,239 funeral service locations, 406 cemeteries and
141 crematoria providing funeral and cemetery services in North America as of
December 31, 2003.  We also own funeral and cemetery businesses in South
America, Singapore and Germany.  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-                             03/26/2004
    /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
ST:  Texas
IN:
SU:  OFR