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): October 7, 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	(IRS Employer
Incorporation or organization)	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 October 7, 2008, Service Corporation International (NYSE: SCI -“SCI”) issued a press release announcing, among other things, that SCI has sent a letter to Stewart Enterprises, Inc. (NASDAQ: STEI - “Stewart”) withdrawing SCI’s previous proposal of $11 per share for the reasons discussed within the letter. The press release and letter are attached hereto as Exhibit 99.1.

The attached exhibit is not filed, but furnished to comply with Regulation FD. The information in this Current Report on Form 8-K, including the exhibit, 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 Press Release dated October 7, 2008, including the SCI Letter to Stewart dated October 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: October 7, 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 Press Release dated October 7, 2008, including the SCI Letter to Stewart dated October 7, 2008.

EX-99.1

FOR IMMEDIATE RELEASE:

SERVICE CORPORATION INTERNATIONAL

WITHDRAWS PROPOSAL FOR STEWART ENTERPRISES

HOUSTON, Texas, October 7, 2008 . . . Service Corporation International (NYSE: SCI), which owns and operates funeral service locations and cemeteries, today announced that it has furnished on Form 8-K with the U.S. Securities and Exchange Commission the following letter attached to this press release. The attached letter has been sent to Stewart Enterprises and withdraws our previous proposal of $11 per share for the reasons discussed within the letter.

Cautionary Statement on Forward-Looking Statements

The statements in this press release that are not historical facts are forward-looking statements. These forward-looking statements have been 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 behalf of us. For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2007 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, whether as a result of new information, future events or otherwise.

About Service Corporation International

Service Corporation International (NYSE: SCI), headquartered in Houston, Texas, is North America’s leading provider of deathcare products and services. At June 30, 2008, we owned and operated more than 1,300 funeral homes and 350 cemeteries (of which over 200 are combination locations) in 43 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 www.sci-corp.com. For more information about Dignity Memorial®, please visit www.dignitymemorial.com.

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For additional information contact:

Investors:	Debbie Young - Director / Investor Relations	(713) 525-9088
Media:	Lisa Marshall - Managing Director / Corporate Communications	(713) 525-3066

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October 7, 2008

Mr. Thomas J. Crawford

President & CEO

Stewart Enterprises, Inc.

1333 S. Clearview Parkway

Jefferson, LA 70121

Re:	Recent Communications Between Stewart Enterprises, Inc.
	(“Stewart”) and Service Corporation International (“SCI”)

Dear Tom:

As you know, and as our advisors have discussed, Stewart’s three pre-conditions to negotiation of a transaction with SCI are unacceptable to SCI. SCI cannot agree to accept all financing risk of a transaction (in other words, “hell or high water” on financing), accept all regulatory risk on antitrust clearance and, in addition, increase its $11/share proposal.

Therefore, SCI hereby withdraws its previous proposal of $11 per share.

	Sincerely,
	Thomas L. Ryan
c: Board of Directors of Stewart