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): April 20, 2007

Service Corporation International

(Exact name of registrant as specified in its charter)

Texas	1-6402-1	74-1488375
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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

(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:

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 240.13a-4(c))

Item 7.01 Regulation FD Disclosure.

On April 23, 2007, Service Corporation International (SCI) issued a press release announcing the closing of its previously announced cash tender offers. The tender offers expired at 12:00 midnight, New York City time, on Friday, April 20, 2007. Previously, on April 9, 2007, the Company accepted approximately $149.1 million aggregate principal amount of its 6.50% Notes and approximately $173.8 million aggregate principal amount of its 7.70% Notes in connection with the termination of the early participation period. In connection with the closing of the tender offers, $699,000 aggregate principal amount of its 6.50% Notes (of a total outstanding principal amount of $45.9 million) were tendered and $55,000 aggregate principal amount of its 7.70% Notes (of a total outstanding principal amount of $28.8 million) were tendered. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8-K 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the notes or any other securities of SCI.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
99.1	Press release dated April 23, 2007.

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
Dated: April 24, 2007	By:	/s/ James M. Shelger
		Name:   James M. Shelger
		Title:     Senior Vice President, General Counsel and Secretary

Index to Exhibits

Exhibit No.	Description
99.1	Press release dated April 23, 2007.

EX-99.1

Service Corporation International Announces Closing of Cash Tender Offers

Monday April 23, 6:13 pm ET

HOUSTON, April 23 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI - News), a provider of deathcare products and services, announced today the completion of its cash tender offers to purchase any and all of its 6.50% Notes due 2008 and 7.70% Notes due 2009. The tender offers expired at 12:00 midnight, New York City time, on Friday, April 20, 2007. Previously, on April 9, 2007, the Company accepted approximately $149.1 million aggregate principal amount of its 6.50% Notes and approximately $173.8 million aggregate principal amount of its 7.70% Notes in connection with the termination of the early participation period. In connection with the closing of the tender offers, $699,000 aggregate principal amount of its 6.50% Notes (of a total outstanding principal amount of $45.9 million) were tendered and $55,000 aggregate principal amount of its 7.70% Notes (of a total outstanding principal amount of $28.8 million) were tendered.

The Company used the net proceeds of its recently completed issuance of $400 million in aggregate principal amount of 6.75% Notes due 2015 and 7.50% Notes due 2027 to fund the purchase of the Notes in the tender offers and to pay associated expenses and accrued interest. As a result of these tender offers, the Company will recognize a pretax loss on the early extinguishment of debt of approximately $12.2 million in the second quarter of 2007.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

The statements in this press release that are not historical facts are forward-looking statements made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. These statements may be accompanied by words such as "believe," "estimate," "project," "expect," "anticipate," or "predict," that convey the uncertainty of future events or outcomes. 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 and in any other documents or oral presentations made by, or on our behalf. Important factors which could cause actual results to differ materially from those in forward-looking statements include, among others, unfavorable market conditions.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2006 Annual Report on Form 10-K. Copies of this document as well as other SEC filings 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.

Service Corporation International (NYSE: SCI - News), headquartered in Houston, Texas, is North America's leading provider of deathcare products and services. At December 31, 2006 we owned and operated more than 1,600 funeral homes and 400 cemeteries (of which over 230 are combination locations) in 45 states, eight Canadian provinces, the District of Columbia and Puerto Rico. Through our businesses, we market the Dignity Memorial® brand which offers assurance of quality, value, caring service, and exceptional customer satisfaction. For more information about Service Corporation International, please visit our website at http://www.sci-corp.com. For more information about Dignity Memorial®, please visit http://dignitymemorial.com.

For additional information contact:

Investors: Debbie Young - Director / Investor Relations

(713) 525-9088

Media: Greg Bolton - Director / Corporate Communications

(713) 525-5235