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): June 22, 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 number)     (I. R. S. employer
       of 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 9. Regulation FD Disclosure

      On June 22, 2004, Service Corporation International issued a press release
announcing that it had completed the redemption of its $312.7 million aggregate
principal amount, 6.75% Convertible Subordinated Notes due 2008.

      The press release dated June 22, 2004 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.

June 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 June 22, 2004, issued
                                     by Service Corporation International


                                       3

EX-99.1

                                                                    Exhibit 99.1

[STK] SRV
[IN]
[SU]
TO BUSINESS EDITOR:

 Service Corporation International Completes Redemption of 6.75% Convertible
                                    Notes

    HOUSTON, June 22 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SRV), the world's largest funeral and cemetery company,
today announced that it has completed the redemption of its $312.7 million
aggregate principal amount, 6.75% Convertible Subordinated Notes due 2008 (the
"Notes").  Holders of the Notes converted a total of $221.6 million principal
amount of the Notes into approximately 32.0 million shares of Service
Corporation International common stock, plus cash in lieu of fractional
shares.  The Company redeemed the balance of $91.1 million principal amount of
the Notes at a redemption price of $103.86 per $1,000 principal amount of
Notes.  All holders of record on June 7, 2004 received accrued interest of
$33.75 per $1,000 principal amount of Notes.
    As a result of this transaction, the Company will reduce its annual
interest expense by approximately $21 million.  The total aggregate cash
outflow of the redemption, including interest, was $105.1 million which was
funded from the Company's cash on hand.  The Company will record a pre-tax
charge of approximately $5.6 million in the second quarter of 2004 related to
the premium paid for redeemed Notes and the write-off of unamortized issuance
costs associated with the Notes.
    Commenting on the redemption, Robert L. Waltrip, Chairman and Chief
Executive Officer, said: "With this transaction, we have reached a significant
milestone in our continuing objective to reduce debt and improve our capital
structure.  As of today and after giving effect to the redemption, our net
debt is approximately $1 billion, consisting of debt of approximately
$1.3 billion less cash on hand of approximately $300 million.  This represents
a substantial reduction since the end of 1999 when net debt exceeded
$4 billion."

    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.

    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 http://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 1,218 funeral service locations, 402 cemeteries and
141 crematoria providing funeral and cemetery services in North America as of
March 31, 2004.  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 http://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-                             06/22/2004
    /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
ST:  Texas
IN:
SU: