8-K

                                 UNITED STATES
                       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) November 5, 2004

                        Service Corporation International
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             (Exact name of registrant as specified in its charter)

            Texas                       1-6402-1                  74-1488375
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(State or other jurisdiction          (Commission              (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

      1929 Allen Parkway Houston, Texas                             77019
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   (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code (713) 522-5141

- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13a-4(c))




Item 7.01 Regulation FD Disclosure

On November 5, 2004, Service Corporation International issued a press release
announcing that the Company had received court approval for the class-action
settlement agreement entered into in April of 2004, referred to as the
Consolidated Lawsuit in the Company's public filings. A copy of this press
release is attached as Exhibit 99.1 to this report and is incorporated herein by
reference.

The attached Exhibit 99.1 is not filed, but is furnished to comply with
Regulation FD. The information in this Current Report on Form 8-K, including the
exhibit, shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.




                                    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 hereunto duly authorized.

November 5, 2004                         Service Corporation International

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




                                  Exhibit Index

Exhibit No.
- -----------

Exhibit 99.1      Press Release of Service Corporation International, dated
                  November 5, 2004, announcing court approval of class-action
                  settlement agreement regarding securities litigation.

EX-99.1

                                                                    Exhibit 99.1

  Service Corporation International Receives Approval From Court for Class-
         Action Settlement Agreement Regarding Securities Litigation

    HOUSTON, Nov. 5 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SCI), the world's largest funeral and cemetery company,
announced today court approval of the settlement of the securities class
action lawsuit pending against the Company and certain of its current and
former officers since January 1999.
    The terms of the settlement agreement, reached in April 2004, called for a
$65 million payment in settlement of these claims.  The Company's insurance
carriers agreed to make a payment of $30 million towards the settlement
resulting in net payments by the Company of approximately $35 million.  The
Company reserved amounts for this claim in the first quarter of 2004 and
deposited the required funds into escrow in the second quarter of 2004.
    Service Corporation International, headquartered in Houston, Texas, is the
leading provider of funeral and cemetery services in the world.  We have an
extensive network of businesses including 1,218 funeral service locations and
402 cemeteries in North America as of September 30, 2004.  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-                             11/05/2004
    /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 /
    (SCI)

CO:  Service Corporation International
ST:  Texas
IN:
SU:  LAW