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 20, 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 7. Financial Statements and Exhibits

(c) Exhibits

99.1  Press  release,  dated  April  20,  2004,  issued by  Service  Corporation
      International

Item 9. Regulation FD Disclosure

      On  April  20,  2004,  Service  Corporation  International  issued a press
release announcing it had entered into memorandum of understanding to settle the
securities  class action  lawsuit filed against the Company and certain  current
and former officers in January 1999.

      The April 20, 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.

April 20, 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
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99.1              Press  release,  dated  April  20,  2004,  issued  by  Service
                  Corporation International

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