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 22, 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 file number)   (I. R. S. employer
         incorporation)                                   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  22,  2004,  Service  Corporation  International  announced  the
completion  of its tender offer for up to $200 million of its 6% Notes due 2005.
The Company  accepted and purchased $200 million  aggregate  principal mounts 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  22,  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.

April 22, 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 22, 2004, issued
                           by Service Corporation International
         --------------    -------------------------------------------


                                       3

EX-99.1

                                                                    Exhibit 99.1

   Service Corporation International Announces Closing of Tender Offer for 6%
                                 Notes Due 2005

    HOUSTON, April 22 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
announced today the successful completion of its tender offer for up to
$200 million of its 6% Notes due 2005 (the "Notes").  The tender offer expired
April 21, 2004, at 11:59 p.m., New York City time.  The Company accepted and
purchased $200 million aggregate principal amount of the Notes.

    Based on the final count by the depositary, the tender offer was
oversubscribed, with an aggregate principal amount of $217.7 million of the
Notes having been tendered prior to the expiration of the offer.  The Notes
purchased in the tender offer were accepted on a pro rata basis from among all
tendering holders, resulting in a proration factor of approximately 92%
(rounded to the nearest $1,000 of principal amount) of the Notes tendered.
Tendering holders were paid an aggregate of approximately $214.2 million.  As
of April 22, 2004, $72.5 million in aggregate principal amount of the Notes
remains outstanding.  Merrill Lynch & Co. acted as the dealer manager for the
tender offer.

    As a result of this tender offer, we will recognize a pretax loss on the
early extinguishment of debt of approximately $10.8 million in the second
quarter of 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.  Copies 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-                             04/22/2004
    /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:
SU: