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):
                      November 17, 2006 (November 16, 2006)

                        SERVICE CORPORATION INTERNATIONAL
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             (Exact name of registrant as specified in its charter)

             Texas                      1-6402-1               74-1488375
  ----------------------------        ------------         -------------------
  (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 November 16, 2006, Service Corporation International, a Texas corporation
(the "Company") issued a press release announcing that, in connection with its
previously announced tender offer and consent solicitation for any and all of
its outstanding 7.70% Notes due April 15, 2009, CUSIP Nos. 817565AX2, 817565AV6
and 817565AW4 (the "Notes"), which commenced September 7, 2006, the Company has
further extended the time by which holders must tender Notes in response to the
tender offer. The tender offer, previously set to expire at 8:00 a.m., New York
City time, on November 16, 2006, will now expire at 8:00 a.m., New York City
time, on November 28, 2006, unless otherwise extended or earlier terminated. The
tender offer for the Notes originally was scheduled to expire at 11:59 p.m., New
York City time, on October 5, 2006. Since the original expiration date, SCI has
extended the tender offer for the Notes in order to coordinate the closing of
the tender offer with SCI's anticipated closing of the acquisition of Alderwoods
Group, Inc. described in the Offer to Purchase and Consent Solicitation
Statement dated September 7, 2006. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.

Nothing in this report should be construed as an offer to purchase the Notes, as
such offer is only being made upon the terms and is subject to the conditions
set forth in the Company's Offer to Purchase and Consent Solicitation Statement
dated September 7, 2006 and the related Letter of Transmittal and Consent.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

(d) - Exhibits.

     99.1         Press release dated November 16, 2006 issued by the Company
                  announcing further extension of tender offer.



                                   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.

Dated: November 17, 2006                    SERVICE CORPORATION INTERNATIONAL


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

EX-99.1

                                                                    Exhibit 99.1

     SERVICE CORPORATION INTERNATIONAL ANNOUNCES FURTHER EXTENSION OF TENDER
             OFFER FOR CERTAIN OF ITS 7.70% NOTES DUE APRIL 15, 2009

PR Newswire -- November 16, 2006

HOUSTON, Nov. 16 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI) ("SCI"), which owns and operates funeral service locations and
cemeteries, announced today that it has further extended its previously
announced tender offer for any and all of its outstanding 7.70% Notes due April
15, 2009, CUSIP Nos. 817565AX2, 817565AV6 and 817565AW4 (the "Notes"). The
tender offer, previously set to expire at 8:00 a.m., New York City time, on
November 16, 2006, will now expire at 8:00 a.m., New York City time, on November
28, 2006, unless otherwise extended or earlier terminated.

The tender offer for the Notes originally was scheduled to expire at 11:59 p.m.,
New York City time, on October 5, 2006. Since the original expiration date, SCI
has extended the tender offer for the Notes in order to coordinate the closing
of the tender offer with SCI's anticipated closing of the acquisition of
Alderwoods Group, Inc. described in the Offer to Purchase and Consent
Solicitation Statement dated September 7, 2006. The tender offer is being
further extended to November 28, 2006, in order to coordinate the closing of the
tender offer with SCI's anticipated closing of the acquisition of Alderwoods.
Except for the above change, all terms and conditions of the tender offer are
unchanged and remain in full force and effect.

As previously announced on September 20, 2006, SCI has received the requisite
consents to adopt the proposed amendments pursuant to the consent solicitation.
As a result, it is expected that SCI and the indenture trustee will execute a
supplemental indenture in respect of such amendments, with such amendments to
become operative upon the acceptance for payment of Notes pursuant to the tender
offer.

In addition, as previously announced, SCI has been advised by the depositary of
the tender offer that, as of 8:00 a.m., New York City time, on November 16,
2006, approximately $139,047,000 in aggregate principal amount of Notes, or
96.25% of the outstanding principal amount of the Notes have been validly
tendered. Withdrawal rights of tendering holders of the Notes that tendered
prior to the expiration of the consent solicitation at 5:00 p.m., New York City
time, on September 20, 2006, have expired.

J.P. Morgan Securities Inc. is the exclusive Dealer Manager and Solicitation
Agent for the tender offer and the consent solicitation. Questions concerning
the terms of the tender offer and the consent solicitation may be directed to
J.P. Morgan Securities Inc. at (212) 270-3994 (call collect). Copies of the
Offer to Purchase and Consent Solicitation Statement dated September 7, 2006 may
be obtained by calling the information agent, Global Bondholder Services
Corporation, toll-free at (866) 470-3900 or at (212) 430-3774 (banks and
brokerage firms).

SCI currently has outstanding a separate series of 7.70% Notes due 2009, which
have different CUSIP Numbers. SCI is not making a tender offer or consent
solicitation for those notes.



This communication is for informational purposes only. It is not an offer to
purchase, a solicitation of an offer to purchase or a solicitation of consents
with respect to any securities. The tender offer and consent solicitation are
being made solely by the Offer to Purchase and Consent Solicitation Statement
dated September 7, 2006. SCI reserves the right to terminate, withdraw or amend
the tender offer and consent solicitation at any time and from time to time
subject to applicable law, as described therein. Any comments or statements made
herein do not necessarily reflect those of J.P. Morgan Securities Inc., Global
Bondholder Services Corporation, or their respective subsidiaries and
affiliates.

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. Important factors which could cause
actual results to differ materially from those in forward-looking statements
include, among others, unfavorable market conditions, and our ability to
successfully complete the tender offer.

For further information on these and other risks and uncertainties, see our
Securities and Exchange Commission (SEC) filings, including our 2005 Annual
Report on Form 10-K, as amended. 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.

Service Corporation International (NYSE: SCI), headquartered in Houston, Texas,
owns and operates funeral service locations and cemeteries. SCI has an extensive
network of businesses including 1,041 funeral service locations and 351
cemeteries in North America as of June 30, 2006. For more information about
Service Corporation International, please visit our website at
http://www.sci-corp.com .


    For additional information contact:

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

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


SOURCE  Service Corporation International
    -0-                             11/16/2006
    /CONTACT:  investors, Debbie Young, Director of 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)