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): March 23, 2007

Service Corporation International

(Exact name of registrant as specified in its charter)

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

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 7.01 Regulation FD Disclosure.

On March 23, 2007, Service Corporation International, a Texas corporation (the “Company”), issued a press release announcing it has commenced a cash tender offer for any and all of its 6.50% Notes due 2008 (CUSIP No. 817565AR5) (the “2008 Notes”) and its 7.70% Notes due 2009 (CUSIP Nos. 817565AP9, 817565AX2 and 817565AW4) (the “2009 Notes” and, together with the 2008 Notes, the “Notes”).  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.  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 dated March 23, 2007, and the related Letter of Transmittal.

On March 26, 2007, the Company issued a press release announcing that it has commenced a private offering of an aggregate of $400 million principal amount of unsecured senior notes, consisting of $200 million aggregate principal amount of Senior Notes due 2015 and $200 million aggregate principal amount of Senior Notes due 2027 (the “Offerings”). A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The Company intends to use the net proceeds from the Offerings, together with available cash, to retire the Company’s 2008 Notes and 2009 Notes.

The information contained in Item 7.01 of this Current Report on Form 8-K, including the exhibits hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the securities in the Offerings or any other securities of the Company. Any securities to be offered by the Company in the Offerings will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.  The notes in the Offerings may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act.

The information in Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

We make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 in this current report on Form 8-K. These statements may be accompanied by words such as “will,” “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 us or on our behalf. Important factors that could cause our actual results to differ materially from those in forward-looking statements include, among others, unfavorable conditions in the financing markets, and our ability to successfully complete the tender offers.  For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2006 Annual Report on Form 10-K.  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 in this current report on Form 8-K or elsewhere to reflect events or circumstances after the date of this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

Exhibit No.	Description
99.1	Press Release dated March 23, 2007.
99.2	Press Release dated March 26, 2007.

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: March 29, 2007	SERVICE CORPORATION INTERNATIONAL
	By:	/s/ James M. Shelger
	Name:	James M. Shelger
	Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Service Corporation International Commences Cash Tender Offer for 6.50%
Notes Due 2008 and 7.70% Notes Due 2009

HOUSTON, March 23 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), a provider of deathcare products and services, announced today that it commenced cash tender offers to purchase any and all of its 6.50% Notes due 2008 and 7.70% Notes due 2009. The aggregate principal amounts of the Notes are $195,000,000 and $202,588,000, respectively, as of the date of this press release. The tender offers are being made pursuant to an Offer to Purchase dated March 23, 2007, which sets forth more fully the terms and conditions of the tender offers.

The following table summarizes terms material to the determination of the total consideration to be received in each tender offer:

CUSIP NO.	Security Description	Reference Security	Bloomberg Reference Page	Fixed Spread (in basis points)	Early Participation Payment
817565AR5	6.50% Notes	4.625% UST	PX3	50	$	30
	due	due
	2008	02/29/2008
817565AP9	7.70% Notes	3.125% UST	PX5	50	$	30
817565AX2	due	due
817565AW4	2009	04/15/2009

Holders who tender prior to the early participation deadline will receive the total consideration described above, which includes a $30.00 early participation payment per $1,000 principal amount of notes. Holders who tender after the early participation deadline and prior to the expiration time will receive the total consideration minus the $30.00 early participation payment. The early participation deadline is 5:00 p.m., New York City time, on Thursday, April 5, 2007. Holders of notes that have been validly tendered by the early participation deadline will receive payment on the early payment date, which is expected to be promptly after the early participation deadline. Holders of notes that have been validly tendered following the early participation deadline, but prior to the expiration time, will receive payment on the final payment date, which is expected to be promptly after expiration. In addition, accrued and unpaid interest up to, but not including, the applicable payment date will be paid in cash on all validly tendered and accepted notes.

The tender offers will expire at 12:00 midnight, New York City time, on Friday, April 20, 2007, unless terminated or extended. Each tender offer for the Notes is subject to a financing condition and certain general conditions, each as described in more detail in the Offer to Purchase.

Questions concerning the terms of the tender offers may be directed to the dealer managers, Banc of America Securities LLC at (888) 292-0070 (U.S. Toll- Free) or (704) 388-4813 (Collect) or Merrill Lynch & Co. at (888) 654-8637 (U.S. Toll-Free) or (212) 449-4914 (Collect). Copies of the Offer to Purchase may be obtained by calling the information agent, Global Bondholder Services Corporation, toll-free at (866) 387-1500 or at (212) 430-3774 (banks and brokerage firms).

Cautionary Statement on Forward-Looking Statements

The statements in this press release that are not historical facts are forward-looking statements 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 our behalf. 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 offers.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2006 Annual Report on Form 10-K. 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.

Service Corporation International (NYSE: SCI), headquartered in Houston, Texas, is North America’s leading provider of deathcare products and services. At December 31, 2006 we owned and operated more than 1,600 funeral homes and 400 cemeteries (of which over 230 are combination locations) in 45 states, eight Canadian provinces, the District of Columbia and Puerto Rico. 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://dignitymemorial.com .

For additional information contact:

Investors:  Debbie Young - Director / Investor Relations

(713) 525-9088

Media:  Greg Bolton - Director / Corporate Communications

(713) 525-5235

SOURCE  Service Corporation International
          -0-                                                  03/23/2007
          /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://dignitymemorial.com /

EX-99.2

Exhibit 99.2

Service Corporation International Announces Private Offerings of $400
Million of Unsecured Senior Notes

HOUSTON, March 26 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), a provider of deathcare products and services, announced today that it is commencing private placement offerings to eligible purchasers, subject to market and other conditions, of an aggregate of $400 million principal amount of unsecured senior notes, consisting of $200 million aggregate principal amount of Senior Notes due 2015 and $200 million aggregate principal amount of Senior Notes due 2027. The Company intends to use the net proceeds from the private debt financings, together with available cash, to retire the Company’s 6.50% Notes due 2008 and 7.70% Notes due 2009.

The notes may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The notes will not initially be registered under the Securities Act of 1933 or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and any applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

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 conditions in the financing markets, and our ability to successfully complete the previously announced tender offers and these proposed offerings on favorable terms.

For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2006 Annual Report on Form 10-K. 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, is North America’s leading provider of deathcare products and services. At December 31, 2006 we owned and operated more than 1,600 funeral homes and 400 cemeteries (of which over 230 are combination locations) in 45 states, eight Canadian provinces, the District of Columbia and Puerto Rico. 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://dignitymemorial.com.

          For additional information contact:

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

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

SOURCE  Service Corporation International

          -0-                                                  03/26/2007
          /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://dignitymemorial.com /