8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                   ----------

                                    FORM 8-K

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                                 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 30, 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 5. Other Events and Regulation FD Disclosure

      On March 30, 2004, Service Corporation International announced that it had
increased the size of its cash tender offer from $150 million to up to $200
million of its 6% Notes due 2005, and had extended the Early Participation Date
for the tender offer from April 6 to April 13, 2004, as more fully described in
the press release filed as Exhibit 99.1 on this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits

(c) Exhibits

99.1 Press release, dated March 30, 2004, issued by Service Corporation
International




                                    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 30, 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 30, 2004, issued
                               by Service Corporation International
- ---------------------------    ----------------------------------------------

EX-99.1

                                                                    Exhibit 99.1

  Service Corporation International Increases Size of Cash Tender Offer for 6%
                                 Notes Due 2005

    HOUSTON, March 30 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today that it has increased the size of its previously announced
cash tender offer from $150 million to up to $200 million of its 6% Notes due
2005, and has extended the Early Participation Date (as defined in the Offer
to Purchase dated March 24, 2004) for the tender offer from April 6 to
April 13, 2004.  The Company has outstanding $272,451,000 aggregate principal
amount of its 6% Notes due 2005.
    The tender offer is being made pursuant to the Offer to Purchase dated
March 24, 2004, which sets forth more fully the terms and conditions of the
tender offer.  The consideration to be paid for each validly tendered Note
remains the same and will be equal to $1,020.00 per $1,000 principal amount of
the Notes, plus any accrued and unpaid interest on the Notes up to, but not
including, the date of payment.  Holders that tender their Notes on or prior
to 5:00 p.m., New York City time, on Tuesday, April 13, 2004, subject to the
terms and conditions set forth in the Offer to Purchase, will receive an early
participation payment in cash of $30.00 for each $1,000 principal amount of
Notes purchased.  The tender consideration plus the early participation
payment constitutes total consideration of $1,050.00.
    If more than $200 million aggregate principal amount of Notes are validly
tendered and not withdrawn in the tender offer, the Company will accept Notes
on a prorata basis.  The tender offer will expire at 11:59 p.m. New York City
time, on April 21, 2004, unless terminated or extended.
    Questions concerning the terms of the tender offer may be directed to the
dealer manager, Merrill Lynch & Co., toll-free at (888) 654-8637 or by collect
call at (212) 449-4914.  Copies of the Offer to Purchase may be obtained by
calling the information agent, Global Bondholder Services Corporation, toll-
free at (866) 873-7700 or at (212) 430-3774 (banks and brokerage firms).
    This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities and no recommendation is made as to whether or not
holders of the 6% Notes due 2005 should tender their Notes pursuant to the
offer.  The offer is made only by the Offer to Purchase, dated March 24, 2004.

    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, of us.  Important
factors which could cause actual results to differ materially from those in
forward-looking statements include, among others, unfavorable market
conditions, and our ability to successfully complete the tender offer.
    For further information on these and other risks and uncertainties, see
our Securities and Exchange Commission 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-                             03/30/2004
    /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; Merrill Lynch & Co.; Global Bondholder
     Services Corporation
ST:  Texas
IN:
SU:  TNM