8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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                                    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): April 14, 2004

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

             Texas                        1-6402-1              74-1488375
(State or other jurisdiction of         (Commission         (I. R. S. employer
        incorporation)                  file 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 April 14, 2004, Service Corporation International announced that the
early participation period for its tender offer for up to $200 million of its 6%
Notes due 2005 expired at 5:00 p.m., New York City time, on April 13, 2004, and
that it had received tenders from holders of more than $200 million aggregate
principal amount of the Notes, 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 April 14, 2004, issued by Service Corporation
      International


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                                    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.

April 14, 2004                           SERVICE CORPORATION INTERNATIONAL

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


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                                  Exhibit Index

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

99.1              Press release, dated April 14, 2004, issued by Service
                  Corporation International


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EX-99.1

                                                                    Exhibit 99.1

Service Corporation International Announces Expiration of Early Participation
                 Period of Tender Offer for 6% Notes Due 2005

    HOUSTON, April 14 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today that the early participation period for its tender offer for
up to $200 million of its 6% Notes due 2005 (the "Notes") expired at
5:00 p.m., New York City time, on April 13, 2004, and that it had received
tenders from holders of more than $200 million aggregate principal amount of
the Notes.  The Company has outstanding $272,451,000 aggregate principal
amount of the Notes.  As more than $200 million aggregate principal amount of
Notes were validly tendered and not withdrawn in the tender offer, the Company
will accept Notes on a prorata basis.

    Holders that tendered their Notes at or prior to 5:00 p.m., New York City
time, on Tuesday, April 13, 2004, will be eligible to receive $1,050.00 per
$1,000 principal amount of the Notes, plus accrued and unpaid interest.
Holders who validly tender their Notes after the early participation period
but prior to expiration of the tender offer will be eligible to receive
$1,020.00 per $1,000 principal amount of the Notes, plus accrued and unpaid
interest.  The tender offer expires at 11:59 p.m., New York City time, on
April 21, 2004, unless extended by the Company.  Tenders of Notes made at or
prior to 5:00 p.m., New York City time, on April 13, 2004 may not be validly
withdrawn.  The tender offer is being made upon the terms and is subject to
the conditions set forth in an Offer to Purchase dated March 24, 2004, which
sets forth more fully the terms and conditions of the tender offer.

    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 conditions in
the financing markets.

    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-                             04/14/2004
    /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.
ST:  Texas
IN:  FIN
SU: