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 15, 2009
                                                        (October 15, 2009)


                        Service Corporation International
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             (Exact name of registrant as specified in its charter)

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


- --------------------------------------------------------------------------------
         (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:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13a-4(c))


Item 8.01 Other Events

On October 15, 2009, Service Corporation International ("SCI") issued a press
release announcing that SCI has entered into a definitive agreement to acquire
Keystone North America Inc. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits

(d)   Attached hereto as Exhibit 99.1 is a copy of Service Corporation
      International's press release.

      99.1  Press Release, dated October 15, 2009


                                    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.


October 15, 2009                       Service Corporation International


                                       By: /s/ Eric D. Tanzberger
                                           -------------------------------------
                                           Eric D. Tanzberger
                                           Senior Vice President
                                           Chief Financial Officer and Treasurer

EX-99.1

       Service Corporation International Announces Support Agreement With
                           Keystone North America Inc.

HOUSTON, Oct. 15 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI), which owns and operates funeral service locations and cemeteries,
today announced the execution of a definitive support agreement with Keystone
North America Inc. "Keystone." Under the terms of the agreement, SCI has agreed
to offer to purchase all the outstanding common shares of Keystone, including
those represented by income participating securities, at C$8.00 per share, for a
total estimated transaction value of approximately $256 million (including
Keystone's outstanding debt).

The offer price represents a 38% premium to Keystone's most recent 50-day
average share price and is conditioned upon, among other things, the tender of
at least two-thirds of the outstanding shares of Keystone's common shares,
calculated on a fully diluted basis. The Boards of Directors of both companies
have unanimously approved the transaction.

The transaction is anticipated to close in the first quarter of 2010, subject to
customary closing conditions, including expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Act. SCI has substantial cash on hand which will
be used in the transaction and has also received a commitment letter from
JPMorgan Chase Bank, N.A. and Bank of America, N.A. for a $250 million bridge
facility. SCI believes that it has a number of debt capital market alternatives
and will determine the optimal funding structure consisting of a combination of
long-term permanent debt and short-term pre-payable debt prior to the close of
the transaction. Upon closing, the transaction is expected to be immediately
accretive to SCI's cash flow and earnings in 2010.

SCI, headquartered in Houston, Texas is North America's leading provider of
death-care products and services. At June 30, 2009, SCI owned and operated 1,264
funeral homes and 365 cemeteries in 43 states, eight Canadian provinces, the
District of Columbia and Puerto Rico.

Keystone, headquartered in Tampa, Florida is North America's 5th largest
provider of death-care products and services with 199 funeral homes and 15
cemeteries operating in 31 states and the Province of Ontario, focusing
specifically on the small to mid-size markets.

"Our current portfolio has over 300 similarly positioned businesses which
consistently generate solid margins and predictable cash flows," said SCI
President and CEO Tom Ryan. "We believe the opportunity to nearly double our
presence in this attractive segment through an accretive transaction will
generate significant value for our shareholders."

"The migration of the Baby-Boomer generation to suburban and rural areas over
the coming years will represent a significant opportunity for growth," added SCI
Executive Vice President and Chief Operating Officer Mike Webb. "This
transaction and the addition of key members of the Keystone Management team,
including President and CEO Steve Tidwell, will position us as the unparalleled
leader in this market with over 500 businesses, generating more than $350
million in revenues and serving over 68,000 families per year."

Keystone President and CEO Steve Tidwell stated, "Clearly the potential of this
business combination is compelling. With this enhanced operating platform and
the combined talent of our two organizations, we believe we can grow this
business segment organically and through strategic acquisitions at very
reasonable prices, further leveraging our scale in pursuit of customers that
value our services."

"As demonstrated with our purchase of Alderwoods in 2006, we have a proven
capability of successfully integrating large acquisitions," concluded Ryan. "I
applaud the SCI team and thank them in advance for their efforts."



BMO Capital Markets acted as exclusive financial advisor to Keystone. J.P.
Morgan Securities Inc. served as exclusive advisor to SCI.

FORWARD-LOOKING STATEMENTS

Information set forth in this release contains forward-looking statements, which
involve a number of risks and uncertainties. SCI cautions readers that any
forward-looking information is not a guarantee of future performance and that
actual results could differ materially from those contained in the
forward-looking information. Such forward-looking statements include, but are
not limited to, statements about the benefits of the business combination
transaction involving SCI and Keystone, including future financial and operating
results, the anticipated timing of the closing of the transaction, the combined
company's plans, objectives, expectations and intentions and other statements
that are not historical facts.

The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the ability to obtain
regulatory approvals of the transaction on the proposed terms and schedule; the
failure to achieve the minimum tender condition in the tender offer; the risk
that the businesses will not be integrated successfully; the risk that the cost
savings and any other synergies from the transaction may not be fully realized
or may take longer to realize than expected; disruption from the transaction
making it more difficult to maintain relationships with customers, employees or
suppliers. Additional factors that may affect future results are contained in
SCI's filings with the SEC, which are available at SCI's website
www.sci-corp.com or at the SEC's web site www.sec.gov. SCI disclaims any
obligation to update and revise statements contained in these materials based on
new information or otherwise, except as required by applicable law.

IMPORTANT ADDITIONAL INFORMATION

A take-over bid circular containing the terms of the offer will be mailed to
Keystone shareholders, together with Keystone's directors' circular unanimously
recommending acceptance of the offer, on or before November 16, 2009. Once
mailed, these documents will also be available on SEDAR at www.sedar.com. The
offer will be open for acceptance for at least 36 days (subject to any
extension) and will be conditional upon, among other things, at least two-thirds
of the outstanding shares of Keystone (on a fully diluted basis) being validly
deposited under the tender offer and not withdrawn. In addition, the offer will
also be subject to other customary conditions, including the receipt of
regulatory approvals.

The Support Agreement entered into between SCI and Keystone provides for, among
other things, a non-solicitation covenant on the part of Keystone, customary
"fiduciary out" provisions which entitle Keystone to consider and accept a
superior proposal, SCI's right to match and the payment to SCI of a break fee in
an amount and in circumstances that is typical for a transaction of this nature.


For additional information contact:

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



CONTACT: Investors, Debbie Young - Director / Investor Relations,
+1-713-525-9088, or Media, Lisa Marshall - Managing Director / Corporate
Communications, +1-713-525-3066, both of Service Corporation International