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): August 16, 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 5. Other Events and Regulation FD Disclosure

      On August 16, 2004, Service  Corporation  International  announced a share
repurchase  program  authorizing  the  investment  of  up  to  $100  million  to
repurchase  its common stock 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  August 16,  2004,  issued by  Service  Corporation
      International regarding share repurchase program.

99.2  Press  release,  dated  August 16,  2004,  issued by  Service  Corporation
      International regarding financial results for the second quarter of 2004.

Item 12. Results of Operations and Financial Condition.

      On August  16,  2004,  Service  Corporation  International  issued a press
release  disclosing its financial results for the second quarter of 2004. A copy
of the  press  release  is  furnished  as  Exhibit  99.2 to this  report  and is
incorporated herein by reference.

      The attached  Exhibit  99.2 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.

                                    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.

August 16, 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 August 16, 2004, issued by Service
                        Corporation  International  regarding  share  repurchase
                        program

--------------          --------------------------------------------------------

99.2                    Press release,  dated August 16, 2004, issued by Service
                        Corporation  International  regarding  financial results
                        for the second quarter of 2004

--------------          --------------------------------------------------------


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