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 23, 2006 (June 22, 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 June 22, 2006, Service Corporation International issued a press release
announcing that it has, together with Alderwoods Group, Inc., entered into a
timing agreement with the staff of the Federal Trade Commission in connection
with the proposed merger of Alderwoods with a subsidiary of Service Corporation
International. The full text of the press release is furnished herewith as
Exhibit 99.1.

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 June 22, 2006 (furnished herewith)



                                    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 23, 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 TIMING AGREEMENT WITH FEDERAL
                                TRADE COMMISSION

    HOUSTON, June 22 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI) ("SCI") announced today that it has, together with Alderwoods Group,
Inc. (Nasdaq: AWGI) ("Alderwoods"), entered into a timing agreement with the
staff of the Federal Trade Commission ("FTC") in connection with the proposed
merger of Alderwoods with a subsidiary of SCI. As previously disclosed, each of
SCI and Alderwoods have received "second requests" from the FTC, and as a result
thereof, the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act"), during which the parties may not consummate the
proposed merger, has been extended. The parties are working towards responding
to the second request.

    As a result of the timing agreement, SCI and Alderwoods expect to seek to
negotiate a consent decree with the FTC, in which case the proposed merger could
close as early as on or before September 30, 2006. SCI and Alderwoods have
agreed that if the parties are unable to reach agreement on a consent agreement
with the FTC, they will not close the proposed merger before October 30, 2006.
In addition, SCI and Alderwoods have agreed, under a standard provision of a
recently adopted FTC protocol for administering Second Requests, that if the FTC
challenges the proposed transaction by filing an application for preliminary
injunction in federal court, SCI and Alderwoods, jointly with the FTC, will
propose a scheduling order that provides for a 60- day pre-hearing discovery
period.

    The proposed merger is subject to a number of conditions, including the
expiration of the applicable waiting period under the HSR Act. No assurances can
be given that the parties will agree with the FTC on a consent agreement, or
that the merger will be consummated.

    Forward-Looking Statements

    Certain statements contained in this press release regarding expected future
events, including, but not limited to, information regarding the regulatory
review 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-                             06/22/2006
    /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)