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SEC 1344
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

         
(Check One):
o   Form 10-K o   Form 20-F o   Form 11-K
þ   Form 10-Q o   Form 10-D
o   Form N-SAR o   Form N-CSR
   
For Period Ended:   September 30, 2005 
 

     
o   Transition Report on Form 10-K o   Transition Report on Form 10-Q
o   Transition Report on Form 20-F o   Transition Report on Form N-SAR
o   Transition Report on Form 11-K
   
For the Transition Period Ended  
 

      Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 
 

PART I — REGISTRANT INFORMATION

Service Corporation International

Full Name of Registrant

NA

Former Name if Applicable

1929 Allen Parkway

Address of Principal Executive Office (Street and Number)

Houston, Texas 77019

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

  (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
x (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

(Attach Extra Sheets if Needed)

The Company is delaying the filing of its September 30, 2005 Form 10-Q. Through October 27, 2005, the Company expended considerable time and resources to filing amended reports on Form 10-K/A for the year ended December 31, 2004 and Form 10-Q/A for the quarter ended March 31, 2005, as well as filing its report on Form 10-Q for the quarter ended June 30, 2005. These delays resulted from the material weaknesses disclosed in Item 9a of the December 31, 2004 10-K/A, Item 4 of the March 31, 2005 10-Q/A, and Item 4 of the June 30, 2005 Form 10-Q. These amended reports and the delay in filing the June 30, 2005 Form 10-Q related primarily to the completion of the Company’s review of its preneed funeral and cemetery reconciliation and verification project and other preneed trust accounts. As a result of delaying these filings through October 27, 2005, the Company has not been able to complete the preparation and review of its consolidated financial statements and the related footnote disclosures for the quarter ended September 30, 2005. While no assurance can be given, the Company believes it can file its September 30, 2005 Form 10-Q on Monday, November 14, 2005.

 

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

         
Eric D. Tanzberger (713) 522-5141
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

þ   Yes o   No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

o   Yes þ   No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 
Service Corporation International
(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date   November 9, 2005 By   /s/ Eric D. Tanzberger
      Name: Eric D. Tanzberger
      Title: Vice President and Corporate Controller

  INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of the public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§ 232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter).