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): April 22, 2004

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

              Texas                      1-6402-1               74-1488375
(State or other jurisdiction of  (Commission file number)   (I. R. S. employer
         incorporation)                                   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 5. Other Events and Regulation FD Disclosure

      On  April  22,  2004,  Service  Corporation  International  announced  the
completion  of its tender offer for up to $200 million of its 6% Notes due 2005.
The Company  accepted and purchased $200 million  aggregate  principal mounts of
the Notes as more fully  described in the press release filed as Exhibit 99.1 on
this Current Report on Form 8-K.

Item 7. Financial Statements and Exhibits

(c)   Exhibits

99.1  Press  release,  dated  April  22,  2004,  issued by  Service  Corporation
      International

                                    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.

April 22, 2004                           SERVICE CORPORATION INTERNATIONAL

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


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                                  Exhibit Index

         Exhibit Number                   Description
         --------------    -------------------------------------------
         99.1              Press release, dated April 22, 2004, issued
                           by Service Corporation International
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