SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

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                                    FORM 8-K

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                                 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 25, 2004

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

             Texas                       1-6402-1               74-1488375
(State or other jurisdiction        (Commission file        (I. R. S. employer
      of incorporation)                   number)         identification number)

   1929 Allen Parkway, Houston, Texas                             77019
(Address of principal executive offices)                        (Zip code)

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




Item 9. Regulation FD Disclosure

      On March 24, 2004, Service Corporation International issued a press
release announcing it had commenced a cash tender offer to purchase up to $150
million aggregate principal amount of its 6% Notes due 2005.

      The March 24, 2004 press release is furnished as Exhibit 99.1 to this Form
8-K. The information in this Current Report on Form 8-K, including the exhibit,
is being furnished pursuant to Regulation FD and shall not be deemed to be
incorporated by reference into the filings of the Company under the Securities
Act of 1933 as amended, or the Securities Exchange Act of 1934, as amended.

                                    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 thereunto duly authorized.

March 25, 2004                       SERVICE CORPORATION INTERNATIONAL

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


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                                  Exhibit Index

      Exhibit Number                          Description
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99.1                           Press release, dated March 24, 2004, issued
                               by Service Corporation International
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