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):
                      November 22, 2006 (November 22, 2006)

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

              Texas                     1-6402-1             74-1488375
   ----------------------------       ------------       -------------------
   (State or other jurisdiction       (Commission           (IRS Employer
        of incorporation)             File Number)       Identification No.)

          1929 Allen Parkway, Houston, TX                     77019
      ----------------------------------------              ----------
      (Address of principal executive offices)              (Zip Code)

       Registrant's telephone number, including area code: (713) 522-5141

                                 Not Applicable
         --------------------------------------------------------------
         (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 (see General Instruction A.2. below):

[ ]  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 240.13.e-4(c)

================================================================================



ITEM 8.01. OTHER EVENTS.

Service Corporation International ("SCI") and Alderwoods Group, Inc.
("Alderwoods") have executed a consent decree, which has been accepted for
public comment by the U.S. Federal Trade Commission (the "FTC"). The FTC has
also granted early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. As a result,
SCI and Alderwoods have obtained all required regulatory approvals to consummate
the merger pursuant to the merger agreement entered into on April 2, 2006.
Subject to the satisfaction of other customary closing conditions, SCI and
Alderwoods expect to consummate the merger on Tuesday, November 28, 2006.

On November 22, 2006, SCI issued a press release disclosing the events
referenced in Item 8.01 of this report. The information contained in this Item
8.01 is qualified in its entirety by the press release, which is filed as
exhibit 99.1 to this report and incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

EXHIBIT NO.     DESCRIPTION OF EXHIBIT
- -----------     ----------------------------------------------------------------
99.1            Service Corporation International press release, dated
                November 22, 2006.



                                   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.

                                               SERVICE CORPORATION INTERNATIONAL


Date: November 22, 2006                        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 CONSENT DECREE WITH FEDERAL
                  TRADE COMMISSION AND ANTICIPATED CLOSING DATE
                     FOR MERGER WITH ALDERWOODS GROUP, INC.

     HOUSTON, Nov. 22 /PRNewswire-FirstCall/ -- Service Corporation
International (NYSE: SCI) announced today that it has, together with Alderwoods
Group, Inc. (Nasdaq: AWGI), executed a consent decree, which has been accepted
for public comment by the U.S. Federal Trade Commission (the "FTC"). As a
result, SCI and Alderwoods have obtained all required regulatory approvals to
consummate the merger pursuant to the merger agreement entered into on April 2,
2006. Subject to the satisfaction of other customary closing conditions, SCI and
Alderwoods expect to consummate the merger on Tuesday, November 28, 2006.

     The consent decree requires SCI to divest of certain Alderwoods and SCI
assets. These assets include 55 locations with annual revenues and operating
income of approximately $57 million and $11 million, respectively. SCI has
reached definitive agreements for disposition of most of these assets, which
agreements remain subject to FTC approval, and is finalizing agreements with
respect to the others. SCI expects to receive proceeds of $120 to $130 million
as a result of these divestitures.

     "This is an exciting time for SCI," said Tom Ryan, President and CEO of
SCI. "With Alderwoods, we are gaining an outstanding group of businesses and
well-respected people who have a shared commitment to excellence. The
acquisition of Alderwoods is part of our long-term strategy to deliver enhanced
shareholder value. By combining the two leading companies in the North American
deathcare industry, we are creating an even broader and stronger platform from
which to drive differential growth by further leveraging our scale, tailoring
our approach to customers' needs, and pioneering innovative products and
delivery of services to a growing customer base."

     After giving effect to the acquisition and the related transactions, the
combined company will have more than 2,000 funeral service and cemetery
locations throughout North America and generate approximately $2.3 billion of
revenues. SCI expects to achieve annual pretax cost savings of $60 to $70
million as a result of the Alderwoods acquisition, principally through the
elimination of duplicate information technology systems and infrastructure;
duplicate accounting, finance, legal and other systems; overlapping management;
and duplicative executive and public company costs. "These savings will be fully
realized and the integration of Alderwoods will be substantially completed
within the next eighteen months," commented Michael Webb, Executive Vice
President and COO of SCI. "Our integration planning teams have worked tirelessly
over the past several months to position the combined company for a seamless
integration and we are ready to hit the ground running."



     Forward-Looking Statements

     Certain statements contained in this press release regarding expected
future events, as well as certain information in other filings with the
Securities and 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, various uncertainties
associated with the funeral service industry in general and Alderwoods' and
SCI's operations in particular; 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; and 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 Alderwoods' 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, is
North America's leading provider of deathcare products and services. At
September 30, 2006 and excluding the effects of the merger, we owned and
operated 827 funeral homes, 144 cemeteries, and 171 combination funeral homes
and cemeteries in 41 states, seven Canadian provinces, and the District of
Columbia. Through our businesses, we market the Dignity Memorial(R) 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 http://www.sci-corp.com . For more information about
Dignity Memorial(R) please visit http://www.dignitymemorial.com.

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

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

SOURCE  Service Corporation International
     -0-                             11/22/2006
     /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
                 http://www.dignitymemorial.com /
     (SCI AWGI)