EXHIBIT 10.5


                [LETTERHEAD OF SERVICE CORPORATION INTERNATIONAL]


                                 ________, 2001

[Participant's Name]
[Address 1]
[Address 2]

         Re:      Supplemental Executive Retirement Plan ("Senior SERP")

Dear [Participant's Name]:

         Service Corporation International (the "Company" or "SCI") maintains
the Senior SERP to provide retirement benefits in the form of annual cash
payments (generally paid after retirement) to our eligible employees. We are
currently offering each participant vested in the Senior SERP the opportunity to
elect to receive a one-time distribution equal to the present value of all or
part of such participant's vested retirement benefits discounted at an annual
rate of 10%. Each such lump-sum distribution will be paid in shares of SCI
common stock, par value $1.00 per share (the "Common Stock"), and will be paid
in lieu of all or part of the annual cash payments to which a vested participant
in the Senior SERP would otherwise be entitled. To the extent that a participant
elects to receive a percent, but not all, of his or her vested retirement
benefits in Common Stock, such participant's remaining annual cash payments
under the Senior SERP will be reduced by such percent. The number of shares of
Common Stock to be issued and distributed to each participant so electing will
be calculated by dividing the amount of such participant's retirement benefit
which such participant elects to receive in Common Stock (discounted at an
annual rate of 10%) by the Distribution Price. The "Distribution Price" will be
the average closing price per share of the Common Stock on the New York Stock
Exchange for the five trading days (the "Pricing Period") immediately after
_______, 2001, which is the deadline for SERP participants to elect to receive
Common Stock.

         The Company has arranged to deliver all shares of common stock
electronically to J.P. Morgan Securities Inc. ("JPMorgan") on behalf of each
participant, which will require that each participant already have an account
with JPMorgan or open an account at JPMorgan for these purposes. Information
concerning the opening of an account at JPMorgan is enclosed.

         Through an agreement with JPMorgan, we have also arranged for each
Senior SERP participant electing to receive shares of Common Stock to be able to
sell all or some of such shares, at the Distribution Price per share, to
JPMorgan, on, and only on, the first business day after the Pricing Period (the
"Closing Date"). We will pay JPMorgan, on behalf of each such Senior SERP
participant, any commissions or other transaction costs due to JPMorgan in
connection with such sale. Thereafter, JPMorgan has agreed to sell the shares it
purchases from Senior SERP participants on the Closing Date into the market in
an orderly fashion. If the aggregate price at which such shares are sold into
the market by JPMorgan is less than the aggregate amount paid by JPMorgan to
participants electing to sell shares of Common Stock to


JPMorgan as set forth above (the "Aggregate Distribution Price"), we have agreed
to pay JPMorgan in cash the amount of such difference. To the extent the
proceeds of the sale of shares of Common Stock by JPMorgan into the market
exceeds the Aggregate Distribution Price, we will receive the excess proceeds.
Other than any such excess proceeds, we will not receive any proceeds from the
issuance and distribution of shares of Common Stock to our employees and former
employees. Regardless of the prices at which JPMorgan sells shares of Common
Stock into the market, each Senior SERP participant selling shares of Common
Stock to JPMorgan will receive the Distribution Price per share. Participants
receiving shares who elect not to sell shares to JPMorgan will be subject to
fluctuating market values for our Common Stock at such time or times as the
participants determine to sell shares.

         Each distribution of Common Stock in accordance with the terms hereof
will create a withholding tax liability for SCI equal to the 28% federal income
tax rate plus any state or other taxes that may be applicable for the particular
Senior SERP participant. Accordingly, Senior SERP participants who elect to
receive shares of Common Stock in lieu of future cash payments will be required
(1) to pay SCI on or prior to the Election Deadline (as defined below), the
amount of the withholding tax liability via cashier's check, certified check or
wire transfer or (2) to elect to sell to JPMorgan a sufficient number of shares
Common Stock at the Distribution Price to generate proceeds at least equal to
the withholding tax liability and to authorize JPMorgan to deliver directly to
SCI proceeds from such sale equal to the participant's withholding tax
liability. In addition, SCI's payment of commissions or other transaction costs
to JPMorgan on behalf of those Senior SERP participants who elect to sell shares
to JPMorgan will create an additional withholding tax liability for SCI. For the
sake of convenience, SCI will contact those Senior SERP participants electing to
sell shares to JPMorgan after the Election Deadline to make arrangements for
such participants to satisfy that withholding tax liability.

         Enclosed herewith are (1) a Participant Settlement Agreement, which you
can use to make the elections described above, (2) a copy of the Prospectus
filed with the Securities and Exchange Commission, effective as of
_____________, which registers the shares of Common Stock to be issued to Senior
SERP participants electing to participate in this program, and (3) information
concerning the opening of an account at JPMorgan. BEFORE ELECTING TO RECEIVE OR
SELL ANY SHARES OF COMMON STOCK, YOU ARE URGED TO CAREFULLY REVIEW AND CONSIDER
THE TERMS OF THE OFFERING AS DISCLOSED IN THIS LETTER AND THE ENCLOSED
MATERIALS. You will have until 5:00 p.m. Houston, Texas time, on ________, 2001
(the "Election Deadline") to decide to make any or all of the elections
described above by completing, signing and returning to the Company the
Participant Settlement Agreement, along with any required withholding tax
payment. To the extent that a vested Senior SERP participant fails to submit a
properly completed Participant Settlement Agreement, along with any required
withholding tax payment, by the Election Deadline, such participant will be
deemed to have elected not to participate in this offering.

         We urge you to review this letter and the materials enclosed herewith
and respond promptly. Representatives of the Company are available to you for
any questions you may have concerning the terms and conditions of this offering.
Please direct any such inquiries to Helen Dugand (713-525-5373). In addition,
the Company will hold a meeting to discuss and answer any questions about this
offering on _________, 2001, at the offices of Locke Liddell & Sapp LLP, 3200
Chase Tower, 600 Travis Street, Houston, Texas 77002. THE COMPANY RESERVES THE
RIGHT TO CANCEL THIS OFFERING AT ANY TIME PRIOR TO THE CLOSING DATE IF THE
COMPANY DETERMINES, IN ITS SOLE DISCRETION, THAT THE OFFERING IS NOT IN THE BEST
INTERESTS OF THE COMPANY AND ITS SHAREHOLDERS.

                                                     Very truly yours,


                                                     R.L. Waltrip
                                                     Chairman of the Board and
                                                     Chief Executive Officer

RLW:
Enclosures

                                       2