8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                 F O R M  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): October 2, 1996


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


                                    TEXAS
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               (State or other jurisdiction of incorporation)


              1-6402-1                                    74-1488375   
- --------------------------------------       -----------------------------------
      (Commission File Number)                (IRS Employer 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





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ITEM 5.  OTHER EVENTS

                 On October 2, 1996, Service Corporation International issued a
Press Release, a copy of which is attached hereto as an exhibit and hereby
incorporated by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

                 (c)      The following exhibit is filed as part of this report
                          on Form 8-K:

         Exhibit 99.1 -   Service Corporation International Press Release dated
                          October 2, 1996




                                 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.


                                        SERVICE CORPORATION INTERNATIONAL
                                        ---------------------------------



Date:  October 9, 1996                  By:  /s/ James M. Shelger        
                                            ------------------------------
                                            James M. Shelger
                                            Senior Vice President
                                            General Counsel and Secretary

EX-99.1

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                                                                  EXHIBIT 99.1


                                  [LETTERHEAD]

                  SERVICE CORPORATION INTERNATIONAL ANNOUNCES
              EXCHANGE OFFER TO ACQUIRE ALL OUTSTANDING SHARES OF
                             THE LOEWEN GROUP INC.


HOUSTON, TEXAS, October 2, 1996 . . . Service Corporation International (SCI) 
today announced that it intends to take its offer to acquire The Loewen Group 
Inc. (Loewen) directly to Loewen shareholders through an exchange offer. 
Holders of Loewen common stock will be offered the opportunity to exchange 
their shares for U.S. $45.00 worth of common stock of New Service Corporation 
International (New SCI), or, at the election of each Loewen shareholder, U.S. 
$45.00 worth of exchangeable stock of a Canadian subsidiary of New SCI. The 
exchangeable shares will be convertible into, and are intended to be the 
economic and voting equivalent of, shares of New SCI common stock. Holders of 
Loewen Series C preferred stock will be offered the opportunity to exchange 
their shares for U.S. $29.51 worth of New SCI common stock or such exchangeable 
shares.

Prior to the exchange of Loewen stock in the offer, SCI intends to reorganize 
so that New SCI, a newly organized Delaware holding company, will become the 
publicly held company instead of SCI, and SCI will become a wholly owned 
subsidiary of New SCI. Accordingly, as a result of the reorganization, the 
stockholders of SCI will become stockholders of New SCI on a one share for one 
share basis, and the New SCI common stock will be listed on the NYSE.



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SCI/Loewen - Page 2

The Board of Directors of SCI has unanimously authorized the exchange offer.
The exchange offer will not be conditioned on achieving pooling-of-interests
accounting. SCI would be willing to increase the consideration payable in
exchange for Loewen common and preferred stock if SCI and Loewen were to enter
into a negotiated agreement providing for the combination of SCI and Loewen on
the basis of pooling-of-interests accounting. The amount of any such increase
would depend upon the discussions among the parties.

The exact number of New SCI shares and exchangeable shares that may be
exchanged for Loewen common and preferred shares will be determined based on
the trading price of SCI's stock on the 20 consecutive trading days ending
three days prior to the expiration of the offer, provided that not more than
1.76471 shares will be issued in exchange for each share of Loewen's common
stock and not more than 1.15719 shares will be issued in exchange for each
share of Loewen's Series C preferred stock. The exchange offer is intended to
be tax free to Loewen's U.S. holders who elect New SCI common stock and to
Loewen's Canadian holders who elect exchangeable shares.

The terms and conditions of the offer are to be set forth in a registration
statement that will be filed promptly with the Securities and Exchange
Commission. The exchange offer will commence after the registration statement
is declared effective by the SEC. The exchange offer will be conditioned upon,
among other things, the tendering for exchange of at least 75% of the
outstanding shares of Loewen common and 75% of the Loewen preferred stock, each
on a fully diluted basis, the redemption or inapplicability of Loewen's
"poison pill," the resignation of at least a majority of


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SCI/Loewen - Page 3

Loewen's incumbent directors and their replacement with SCI nominees, receipt
of all necessary governmental and regulatory approvals and consents, and
approval by SCI stockholders of SCI's reorganization and the issuance of shares
in the exchange offer.

In addition, SCI announced that it filed an action in the U.S. District Court
for the Southern District of Texas, located in Houston, seeking a declaration
that Loewen does not have standing to seek to block the exchange offer under
the antitrust laws. The complaint also alleges that Loewen has tortiously
interfered with SCI's prospective business relationship with Loewen
shareholders by making misleading statements about SCI's business and by
failing to make full disclosure of the terms of Loewen's recently announced
transactions with Rose Hills Memorial Park and Mortuary and with Prime
Succession Inc.

This news release is neither an offer to exchange nor a solicitation of an
offer to exchange shares of capital stock of New SCI, SCI or any of its
subsidiaries. Such securities may not be sold or exchanged nor may offers to
buy or exchange be accepted prior to the time the registration statement
becomes effective.

Service Corporation International is the largest funeral home and cemetery
organization in the world, with 2,832 funeral service locations, 331 cemeteries
and 146 crematoria as of June 30, 1996. SCI provides funeral and cemetery
services in North America, Europe and the Pacific Rim. SCI's stock 

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SCI/Loewen - Page 4

is traded on the New York Stock Exchange. The company's ticker symbol is SRV.


For additional information contact:

George R. Champagne  (713) 525-5546     Abernathy MacGregor Group (212) 371-5999
Todd A. Matherne     (713) 525-5243     Joele Frank/Dan Katcher