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): July 14, 2008

SERVICE CORPORATION INTERNATIONAL

(Exact name of registrant as specified in its charter)

Commission File Number 1-6402-1

Texas	74-1488375
(State or other jurisdiction of Incorporation or organization)	(IRS Employer 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

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01. Regulation FD Disclosure.

On June 25, 2008, Service Corporation International (NYSE: SCI -“SCI”) sent a letter to the Board of Directors of Stewart Enterprises, Inc. (NASDAQ: STEI — “Stewart”) making a proposal to acquire all of the outstanding shares of Stewart for cash resulting in a substantial premium to the Stewart stockholders. That letter is attached as Exhibit 99.1. On July 8, 2008, SCI received Stewart’s response to its letter rejecting the proposal as inadequate. That letter is attached as Exhibit 99.2.

SCI believes there is a compelling business case for a combination of the two companies and that the combination would result in delivering increased value to the stockholders of both companies, enhancing the value and services for customers and providing greater opportunities for the talented, hardworking employees of both companies. Although SCI continues to believe a combination with Stewart would benefit both companies and their respective stakeholders, SCI believes that a combination can only be effected on a negotiated basis under the current circumstances and, accordingly, intends to honor the decision of the Board of Directors of Stewart.

SCI continues to have significant opportunities in the industry to invest its capital and provide continued growth and increased value for its stockholders, customers and employees. SCI will continue its vigorous pursuit of those opportunities, including initiatives to tailor its services to specific customer preferences, further improve operating discipline and efficiencies, and pursue internal and external business expansion.

Certain statements in this Current Report on Form 8-K are “forward looking statements” made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions that we believe are reasonable. However, many important factors could cause our actual results in the future to differ materially from the forward-looking statements made herein, including those factors set forth in our annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission, which can be obtained from our website at http://www.sci-corp.com. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

The attached exhibits are not filed, but furnished to comply with Regulation FD. The information in this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1	SCI Letter dated June 25, 2008.
Exhibit 99.2	Stewart Letter dated July 7, 2008.

SIGNATURE

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: July 14, 2008

SERVICE CORPORATION INTERNATIONAL
By:	/s/ Gregory T. Sangalis
	Gregory T. Sangalis
	Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit 99.1	SCI Letter dated June 25, 2008.
Exhibit 99.2	Stewart Letter dated July 7, 2008.

EX-99.1

Exhibit 99.1

Thomas L. Ryan
President and Chief Executive Officer
tom.ryan@sci-us.com

June 25, 2008

PERSONAL AND CONFIDENTIAL

Board of Directors
Stewart Enterprises, Inc.
1333 South Clearview Parkway
Jefferson, LA 70121

Dear Members of the Board:

     We have long admired Stewart Enterprises Inc. (“Stewart”) and the impressive business created by your team. We have the highest respect for Stewart’s leadership and historic contributions to both the industry and the esteemed profession of which we are so privileged to be a part. Therefore, with great enthusiasm, we are pleased to express our strong interest in pursuing discussions regarding the possible combination of our two companies.

     We believe that the logic for a business combination of Stewart and Service Corporation International (“SCI”) is compelling. As we are sure you appreciate, there is an excellent strategic and business fit between the two companies. We anticipate significant operating synergies in a combined company. The combination of SCI and Stewart clearly represents the best way to deliver maximum value to our respective shareholders, as well as creates a more efficient and competitive company that would provide greater value and services for our customers and greater opportunities for our valuable employees. In short, current conditions are ideal for a combination of our companies.

     Just based on information contained in your public filings and our current understanding of your company and its operating structure, we are prepared to offer $9.50 per share in cash for all of the outstanding shares of Stewart. This valuation represents a 35% premium for your shareholders over the 50-day average per share closing price.

     However, to date we have not had access to certain non-public, non-competitively-sensitive information about your overhead and trust management structure that would permit us to improve our offer. On granting us access to this information, we could quickly establish a more firm valuation which we believe will result in a cash offer for all Stewart’s outstanding shares in the range of $10.25 to $11.25 per share.

SERVICE CORPORATION INTERNATIONAL
1929 ALLEN PARKWAY • P.O. BOX 130548 • HOUSTON, TX 77219-0548 • (713) 525-9029 • FAX (713) 525-7777

A price offer in this range represents an immediate cash premium of between 46% and 60% to your shareholders over the 50-day average per share closing price. By all financial measures — EBITDA, free cash flow and net income — this proposal represents an overwhelmingly compelling valuation realization event for your shareholders.

     Of course, our proposal is subject to the negotiation of mutually satisfactory definite agreements and the completion of certain limited and confirmatory due diligence.

     Because of the importance of these discussions, the fiduciary duties of the Stewart Board and the value represented by our proposal, we hope you will provide us with access to the non-public, non-competitively-sensitive overhead and trust information necessary to verify our assumptions and confirm our valuation. My leadership team and I will make ourselves available to meet with you to discuss all aspects of our proposal and answer any questions you may have at your earliest convenience. It is our preference to conduct these negotiations privately in an expedient manner and, therefore, we look forward to your response no later than July 8, 2008. Now is the time to make this compelling combination a reality.

     It is my personal hope that you will share our enthusiasm for a combination of our companies and that we can move forward quickly in negotiating a transaction that will be of great benefit to the shareholders and other constituencies of both our companies.

     I very much look forward to hearing from you.

Sincerely,

Thomas L. Ryan

Distribution:

Frank B. Stewart Jr., Chairman of the Board
Thomas J. Crawford, President and Chief Executive Officer
Thomas M. Kitchen, Senior Vice President and Chief Financial Officer
Alden J. McDonald, Jr.
James W. McFarland
Ronald H. Patron
Michael O. Read
Ashton J. Ryan, Jr.

EX-99.2

Exhibit 99.2

July 7, 2008

Mr. Thomas L. Ryan
President and Chief Executive Officer
Service Corporation International
1929 Allen Parkway
P.O. Box 130548
Houston, TX 77219-0548

Dear Tom:

     I am pleased to respond to your letter of June 25, indicating interest in our firm. We are flattered by your compliments and your recognition of the success we have achieved in our last 16 years as a public company and our 98 year heritage.

     I have been authorized by our Board to advise you that, after carefully evaluating the terms of your letter, our Board has unanimously concluded that it is in the best interests of Stewart Enterprises and its stockholders to reject your proposal as inadequate.

     Our Board believes that our firm is accomplishing positive change and results with our new management team in place. We are encouraged with our gains in overall operations. Our Board and management remain committed to implementing our company’s business plan as the best course to maximize stockholder value.

Sincerely,

Thomas J. Crawford