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): April 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  April  20,  2004,  issued by  Service  Corporation
      International

Item 9. Regulation FD Disclosure

      On  April  20,  2004,  Service  Corporation  International  issued a press
release announcing it had entered into memorandum of understanding to settle the
securities  class action  lawsuit filed against the Company and certain  current
and former officers in January 1999.

      The April 20, 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.

April 20, 2004                       SERVICE CORPORATION INTERNATIONAL

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


                                       2


                                  Exhibit Index

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

99.1              Press  release,  dated  April  20,  2004,  issued  by  Service
                  Corporation International

- --------------    --------------------------------------------------------------


                                       3

EX-99.1

                                                                    Exhibit 99.1

      Service Corporation International Announces Settlement of Securities
                                   Litigation

    HOUSTON, April 20 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today that it had entered into a memorandum of understanding to
settle the securities class action lawsuit pending against the Company and
certain of its current and former officers since January 1999.
    The terms of the proposed settlement call for the Company to make payments
into an escrow account totaling approximately $65 million in settlement of
these claims.  The Company and its insurance carriers have also entered into
an agreement providing for the payment of $30 million towards this settlement
by the Company's insurance carriers, which would result in net payments by the
Company of approximately $35 million.
    As a result of this proposed settlement, we will recognize litigation
related expenses, net of amounts funded into escrow by our insurance carriers,
of approximately $35 million on a pretax basis in the first quarter of 2004.
The proposed settlement is subject to court approval following notice to
members of the class, an opportunity for class members to object or opt out of
the proposed settlement and other conditions.

    Commenting on the announcement, Robert L. Waltrip, Chairman and CEO, said:
    "I am pleased that we have reached an agreement providing a resolution of
this matter that has been outstanding for more than five years.  Although we
continue to deny the allegations in this litigation, we believe that the
decision to settle this class action promotes our stockholders' best interests
by allowing us to refocus our efforts and management time from historical
issues to future opportunities."

    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, the possibility of not being
able to consummate this settlement agreement upon the terms described in this
press release.
    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.  A copy of this document as well as other SEC filings can
be found 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-                             04/20/2004
    /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:  LAW