EXHIBIT 5.1

                               OPINION OF COUNSEL

                                October 12, 2004

Service Corporation International
1929 Allen Parkway
Houston, Texas 77019

      Re: Registration Statement on Form S-8 in Connection with SCI 401(k)
      Retirement Savings Plan ("Plan")

Gentlemen:

      As General Counsel of Service Corporation International, a Texas
corporation, ("SCI"), I am familiar with the Registration Statement, dated
October 12, 2004, being filed by SCI with the Securities and Exchange
Commission, relating to 10,000,000 shares of SCI common stock, par value $1.00
per share, together with related preferred stock purchase rights, to be
registered for the Plan.

      It is my opinion that the SCI common stock to be registered, together with
the related preferred stock purchase rights, when sold or issued hereafter in
accordance with the provisions of the Plan, in accordance with Texas law and
upon payment or provision of the consideration for such shares by or on behalf
of participants as contemplated by the Plan, will be validly issued, fully paid
and nonassessable.

      I hereby consent to the use of this opinion as Exhibit 5.1 of the
above-mentioned Registration Statement.

                                                      Very truly yours,

                                                      /s/ James M. Shelger

                                                      James M. Shelger
                                                      General Counsel