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) FEBRUARY 8, 2006

                        SERVICE CORPORATION INTERNATIONAL
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


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




                                                            
       1929 Allen Parkway  Houston, Texas                        77019
    ----------------------------------------                   ----------
    (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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective June 30, 2006, Mr. Jeffrey E. Curtiss will retire as Senior Vice
President, Chief Financial Officer and Treasurer, as referenced in Item 5.02 of
this report and in the attached press release. Thereafter, Mr. Curtis will
remain an employee of Service Corporation International (the "Company") for a
transitional period. In connection therewith, the Company will amend Mr.
Curtiss' employment agreement so that Mr. Curtiss' annual base salary for July
1, 2006 to December 31, 2006 will be reduced to $100,000 and his annual base
salary thereafter will be $50,000. During the transitional period, Mr. Curtiss
will remain eligible to participate in Company sponsored health and welfare
plans. However, Mr. Curtis will not be entitled to receive further grants of
restricted stock, stock options or performance units. Mr. Curtiss will continue
to participate under the Company's performance units plan with respect to
previous grants in 2004 (to be determined as of December 31, 2006) and 2005 (to
be determined as of December 31, 2007).

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

The Company announced on February 8, 2006, that Mr. Jeffrey E. Curtiss will
retire as Senior Vice President, Chief Financial Officer and Treasurer of the
Company effective June 30, 2006. It is anticipated that Mr. Curtiss will remain
an employee of the Company for a transitional period.

The Company also announced on February 8, 2006, that Vice President and
Corporate Controller Eric D. Tanzberger was promoted to Senior Vice President.
Mr. Tanzberger will assume the office of Chief Financial Officer effective June
30, 2006. Mr. Tanzberger, 37, joined the Company in August 1996 and has held
various management positions prior to being promoted to Corporate Controller in
August 2002. Prior to joining the Company, Mr. Tanzberger was Assistant
Corporate Controller at Kirby Marine Transportation Corporation, an inland
waterway barge and tanker company, from January through August 1996. Before
that, he was a Certified Public Accountant with Coopers & Lybrand L.L.P. for
more than five years. Mr. Tanzberger is a Certified Public Accountant and a
graduate of the University of Notre Dame, where he earned a Bachelor of Business
Administration degree. Mr. Tanzberger's employment agreement provides for an
annual base salary and the right to participate in bonus and other compensation
and benefit arrangements. In the event of Mr. Tanzberger's termination by the
Company without cause, Mr. Tanzberger will be entitled to one year's salary, pro
rated bonus and continuation of health benefits for one year. In the event of a
change of control, Mr. Tanzberger will be entitled to terminate his employment
for certain specified reasons during the two years following the change of
control and receive (i) a lump-sum payment equal to two times his annual salary
plus target bonus, (ii) a pro rated target bonus and (iii) continuation of
health benefits for two years. He will also be entitled to receive an additional
payment for any excise taxes, if applicable.

A copy of the press release announcing certain management changes, including
those discussed above, is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Not applicable.
     (b)  Not applicable.
     (c)  The following exhibits are included with this Report:


                       

          Exhibit No.     Description
          ------------    -------------------------------------
          99.1            Press Release, dated February 8, 2006




                                   SIGNATURES

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.

Dated: February 13, 2006

                       SERVICE CORPORATION INTERNATIONAL

                       By:  /s/ James M. Shelger
                            --------------------------------------
                            James M. Shelger
                            Senior Vice President, General Counsel and Secretary


                                 Exhibit Index


             
Exhibit No.     Description
- ------------    -------------------------------------
99.1            Press Release, dated February 8, 2006

EX-99.1

FOR IMMEDIATE RELEASE:


                        SERVICE CORPORATION INTERNATIONAL
                          ANNOUNCES MANAGEMENT CHANGES


HOUSTON, TEXAS, February 8, 2006 . . . Service Corporation International (NYSE:
SCI), which owns and operates funeral service locations and cemeteries,
announced today certain management changes. Effective June 30, 2006, Mr. Jeffrey
E. Curtiss will retire as Senior Vice President, Chief Financial Officer of the
Company. Thereafter, Mr. Curtiss will remain an employee of the Company for a
transitional period. Effective today, the SCI Board of Directors promoted Vice
President and Corporate Controller Eric D. Tanzberger to the position of Senior
Vice President and Corporate Controller. Mr. Tanzberger will assume the office
of Chief Financial Officer effective June 30, 2006.

Also effective today, Vice President, Major Market Operations, Sumner J. Waring,
III, has been promoted to the position of Senior Vice President, Major Market
Operations, and Mr. Harris E. Loring, III, has been promoted to the position of
Vice President and Treasurer.

Commenting on the management changes, Mr. Thomas L. Ryan, President and Chief
Executive Officer, said, "I would like to personally thank Jeff Curtiss for his
exemplary service as CFO during a challenging time for the Company. He has been
an important part of the team that enabled the Company to reestablish its strong
foundation. I am also extremely pleased with the selection of Eric Tanzberger to
succeed Jeff as Chief Financial Officer. Eric has demonstrated extraordinary
abilities and leadership skills during his nine and a half years with the
Company."

Mr. Tanzberger, 37, joined the Company in August 1996 and has held various
management positions prior to being promoted to Corporate Controller in August
2002. Prior to joining the Company, Mr. Tanzberger was Assistant Corporate
Controller at Kirby Marine Transportation Corporation, an inland waterway barge
and tanker company, from January through August 1996. Before that, he was a
Certified Public Accountant with Coopers & Lybrand L.L.P. for more than five
years. Mr. Tanzberger is a Certified Public Accountant and a graduate of the
University of Notre Dame, where he earned a Bachelor of Business Administration
degree.

Mr. Waring, 37, a licensed funeral director, joined the Company as an Area Vice
President in 1996 when the Company merged with his family's funeral business.
Mr. Waring was appointed Regional President of the Northeast Region in 1999 and
was promoted to Regional President of the Pacific Region in September 2001. Mr.
Waring was promoted to Vice President, Western Operations, in August 2002 and
assumed the office of Vice President, Major Market Operations, in November 2003.
Mr. Waring holds a Bachelor's degree in Business Administration from Stetson
University in DeLand, Florida, a degree in Mortuary Science from Mt. Ida College
and a Masters of Business Administration degree from the University of
Massachusetts, Dartmouth.

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Mr. Loring, 55, joined the Company in March 2000 as the Managing Director, Tax
and was promoted to Assistant Treasurer in May 2004. Before joining the Company,
Mr. Loring was Director, Tax at Stone & Webster, Inc. and held various corporate
tax and treasury positions in other companies over a twenty-five year period.
Mr. Loring is a Certified Public Accountant and holds a degree in Business
Administration from Bryant College in North Smithfield, Rhode Island and a
Master of Science in Taxation from Bentley College, Waltham, Massachusetts.

Mr. Ryan congratulated the above individuals on their new roles, saying, "These
promotions are well deserved in that they recognize the tremendous talent and
leadership ability of individuals who have helped us make so much progress in
the past few years. They join a seasoned group of other SCI senior managers and
better position the Company to execute its strategic plan."

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 1,076 funeral service locations and
358 cemeteries in North America as of December 31, 2005. 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

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