8-K

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                                  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) June 1, 2006 (MAY 31, 2006)

                        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
      ----------------------------------------             ----------
      (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))

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ITEM 8.01 OTHER EVENTS

On May 31, 2006, Service Corporation International ("SCI") issued a press
release announcing that SCI was informed by Alderwoods Group, Inc.
("Alderwoods") that the stockholders of Alderwoods voted to adopt the Agreement
and Plan of Merger, dated as of April 2, 2006, between Alderwoods and SCI. 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 May 31, 2006



                                    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.


June 1, 2006

                                               Service Corporation International

                                               By:   /s/ Eric D. Tanzberger
                                                     ---------------------------
                                                     Eric D. Tanzberger
                                                     Senior Vice President and
                                                     Corporate Controller

EX-99.1

                                                                    Exhibit 99.1

SERVICE CORPORATION INTERNATIONAL ANNOUNCES ALDERWOODS STOCKHOLDERS APPROVE
                                MERGER AGREEMENT

    HOUSTON, May 31 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI) ("SCI") has been informed by Alderwoods Group, Inc. (Nasdaq: AWGI)
("Alderwoods") that Alderwoods stockholders today voted to adopt the Agreement
and Plan of Merger, dated as of April 2, 2006, between Alderwoods and SCI.
Contingent on completion of the antitrust review of the merger by regulators,
and satisfaction of other customary conditions, SCI continues to believe that
the pending merger with Alderwoods will be completed by the end of 2006.

    Forward-Looking Statements

    Certain statements contained in this press release regarding expected future
events, including, but not limited to, information regarding the expected
closing of the proposed transaction, as well as certain information in other
filings with the Securities Exchange Commission ("SEC") and elsewhere are
forward-looking statements within the meaning of Section 27A(i) of the
Securities Act of 1933 and Section 21E(i) of the Securities Exchange Act of
1934. The words "believe," "will," "continue," "expect" and similar expressions
identify these forward-looking statements. These forward-looking statements are
based on the current expectations and beliefs of SCI management and are subject
to certain risks and uncertainties that could cause actual results to differ
materially from those stated, including, but not limited to, the ability to
obtain regulatory approvals of the proposed transaction on the proposed terms
and schedule and various other uncertainties associated with the funeral service
industry in general and Alderwoods's and SCI's operations in particular, which
are referred to in Alderwoods's and SCI's periodic reports filed with the SEC,
especially under the headings "Forward-Looking Statements" and "Risk Factors."
Alderwoods and SCI undertake no obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events.

    About Service Corporation International

    Service Corporation International, headquartered in Houston, Texas, owns and
operates funeral service locations and cemeteries. Service Corporation
International has an extensive network of businesses, including 1,053 funeral
service locations and 354 cemeteries in North America as of March 31, 2006. For
more information about Service Corporation International, please visit our
website at http://www.sci-corp.com .

     Service Corporation International Contacts

     Investors:
     Debbie Young - Director / Investor Relations  (713) 525-9088

     Media:
     Greg Bolton - Director / Corporate Communications  (713) 525-5235

SOURCE  Service Corporation International
    -0-                             05/31/2006
    /CONTACT:  investors, Debbie Young, Director - Investor Relations,
+1-713-525-9088, or media, Greg Bolton, Director - Corporate Communications,
+1-713-525-5235, both of Service Corporation International/
    /Web site:  http://www.sci-corp.com /
    (SCI AWGI)