[SERVICE CORPORATION INTERNATIONAL LETTERHEAD]


                              March 21, 2006

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

                  Re:      Service Corporation International Exchange Offer

Ladies and Gentlemen:

                  In connection with the exchange offer (the "Exchange Offer")
being made by Service Corporation International (the "Company") pursuant to the
prospectus contained in the Registration Statement on Form S-4 filed today with
the Securities and Exchange Commission (the "Commission") and the related letter
of transmittal, this letter will confirm the following:

                  (1) The Company is registering the Exchange Offer in reliance
upon the position of the Staff of the Commission set forth in the no-action
letters issued to: (i) Exxon Capital Holdings Corporation (April 13, 1988); (ii)
Morgan Stanley & Co. Incorporated (June 5, 1991) and (iii) Shearman & Sterling
(July 2, 1993) (collectively the "No-Action Letters").

                  (2) The Company has not entered into any arrangement or
understanding with any person to distribute the 7.0% Senior Notes due 2017 to be
received in the Exchange Offer (the "New Notes") in exchange for the Company's
outstanding 7.0% Senior Notes due 2017 (the "Old Notes") and, to the best of the
Company's information and belief, each person participating in the Exchange
Offer is acquiring the New Notes in the ordinary course of its business, is not
participating in and has no arrangement or understanding with any person to
participate in the distribution of the New Notes to be received in the Exchange
Offer, is not an "affiliate" of the Company within the meaning of Rule 405 under
the Securities Act of 1933, as amended (the "Securities Act") and did not
purchase such Old Notes to be exchanged for New Notes directly from the Company
to resell pursuant to Rule 144A under the Securities Act or another exemption
under the Securities Act. In addition, to the best of the Company's information
and belief, each person participating in the Exchange Offer who is not a
broker-dealer is not engaged in and does not intend to engage in a distribution
of the New Notes. In this regard, the Company will make each person
participating in the Exchange Offer aware that if such person is participating
in the Exchange Offer with the intention of participating in any manner in a
distribution of the New Notes, such person (i) could not rely on the Staff
position set forth in the No-Action Letters or interpretative letters to similar
effect and (ii) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction,
unless an exemption from registration is otherwise available. The Company
acknowledges that such a secondary resale for the purpose of distributing the
New Notes should be covered by an effective registration statement containing
the selling security holder information required by Item 507 of Regulation S-K.



Securities and Exchange
 Commission
March 21, 2006                           2



         (3) A broker-dealer may participate in the Exchange Offer with respect
to Old Notes acquired for its own account as a result of market-making or other
trading activities; provided, that the broker-dealer has not entered into any
arrangement or understanding with the Company or an affiliate of the Company to
distribute the New Notes and the Company (i) will make each person participating
in the Exchange Offer aware (through the Prospectus for the Exchange Offer) that
any broker-dealer who holds Old Notes acquired for its own account as a result
of market-making or other trading activities, and who receives New Notes in
exchange for such Old Notes pursuant to the Exchange Offer, must deliver a
prospectus meeting the requirements of the Securities Act as described in (2)
above in connection with any resale of such New Notes, and (iii) will include in
the transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer a provision providing that
if the exchange offeree is a broker-dealer holding Old Notes acquired for its
own account as a result of market-making or other trading activities, an
acknowledgment that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the New Notes; however, by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                  The transmittal letter to be executed by the exchange offeree
in order to participate in the Exchange Offer includes a representation to the
effect that by accepting the exchange offer, the exchange offeree represents
that it is not engaged in, and does not intend to engage in, a distribution of
the New Notes.

                                        Sincerely,

                                        SERVICE CORPORATION INTERNATIONAL



                                        By: /s/ Jeffrey E. Curtiss
                                            ------------------------------------
                                            Jeffrey E. Curtiss
                                            Senior Vice President and
                                            Chief Financial Officer