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                                  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): JUNE 8, 2005

                        SERVICE CORPORATION INTERNATIONAL
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             (Exact name of registrant as specified in its charter)
 
             Texas                      1-6402-1               74-1488375
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   (State or other jurisdiction       (Commission           (I.R.S. Employer
         of incorporation)            File Number)         Identification No.)

          1929 Allen Parkway  Houston, Texas                    77019
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       (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:

[ ]  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 240.13a-4(c))

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ITEM 7.01. REGULATION FD DISCLOSURE

On June 8, 2005, Service Corporation International issued a press release
announcing a private offering to eligible purchasers of $300 million aggregate
principal amount of unsecured Senior Notes due 2017. A copy of this press
release is attached as Exhibit 99.1 to this report and is incorporated herein by
reference.

The attached Exhibit 99.1 is not filed, but is furnished to comply with
Regulation FD. The information in this Current Report on Form 8-K, including the
exhibit, 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 of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

       (c) The following exhibits are included with this report

           EXHIBIT NO.     DESCRIPTION
           -----------     ---------------------------------
              99.1         Press Release, dated June 8, 2005



                                   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: June 8, 2005                  SERVICE CORPORATION INTERNATIONAL

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