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<SEC-DOCUMENT>0001275287-05-002173.txt : 20050611
<SEC-HEADER>0001275287-05-002173.hdr.sgml : 20050611
<ACCEPTANCE-DATETIME>20050608123852
ACCESSION NUMBER:		0001275287-05-002173
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050608
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050608
DATE AS OF CHANGE:		20050608

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SERVICE CORPORATION INTERNATIONAL
		CENTRAL INDEX KEY:			0000089089
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-PERSONAL SERVICES [7200]
		IRS NUMBER:				741488375
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-06402
		FILM NUMBER:		05884538

	BUSINESS ADDRESS:	
		STREET 1:		1929 ALLEN PKWY
		STREET 2:		P O BOX 130548
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77019
		BUSINESS PHONE:		7135225141

	MAIL ADDRESS:	
		STREET 1:		P O BOX 130548
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77219-0548
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>sc2899.txt
<TEXT>
================================================================================

                                  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
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

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

[ ]  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))

================================================================================

<PAGE>

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

<PAGE>

                                   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
                                         ---------------------------------------
                                         Eric D. Tanzberger
                                         Vice President and Corporate Controller
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>sc2899ex991.txt
<TEXT>
                                                                    Exhibit 99.1

  SERVICE CORPORATION INTERNATIONAL ANNOUNCES PRIVATE OFFERING OF $300 MILLION
                            OF UNSECURED SENIOR NOTES

    HOUSTON, June 8 /PRNewswire-FirstCall/ -- Service Corporation International
(NYSE: SCI), which owns and operates funeral service locations and cemeteries,
announced today that it is commencing a private placement offering to eligible
purchasers, subject to market and other conditions, of $300 million aggregate
principal amount of unsecured Senior Notes due 2017. The Company intends to use
the net proceeds from the private debt financing, together with available cash,
to retire the Company's 7.2% Notes due 2006 and 6.875% Notes due 2007.

    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 this
proposed offering on favorable terms.

    For further information on these and other risks and uncertainties, see our
Securities and Exchange Commission filings, including our 2004 Annual Report on
Form 10-K, as amended. 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.

<PAGE>

    Service Corporation International, headquartered in Houston, Texas, owns and
operates funeral service locations and cemeteries. We have an extensive network
of businesses including 1,169 funeral service locations and 390 cemeteries in
North America as of March 31, 2005. For more information about Service
Corporation International, please visit our website at http://www.sci-corp.com .

    For additional information contact:

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

    Media: Terry Hemeyer - Managing Director / Corporate Communications
           (713) 525-5497

SOURCE  Service Corporation International
    -0-                             06/08/2005
    /CONTACT:  investors, Debbie Young, Director-Investor Relations,
+1-713-525-9088, or media, Terry Hemeyer, Managing Director-Corporate
Communications, +1-713-525-5497, both of Service Corporation International/
    /Web site:  http://www.sci-corp.com /

- -
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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