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):  July 16, 2002

                        SERVICE CORPORATION INTERNATIONAL
               (Exact name of Registrant as specified in Charter)

                                      TEXAS
                 (State or other Jurisdiction of Incorporation)

              1-6402-1                                    74-1488375
       (Commission File Number)                (IRS Employer 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






ITEM 5.  OTHER EVENTS

         On July 16, 2002, Service Corporation International, a Texas
corporation (the "Company"), announced a management succession plan and
the election of Thomas L. Ryan as President and Chief Operating Officer and
Michael R. Webb as Executive Vice President, as more fully described in the
press release filed as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (c)  Exhibits.
              99.1  Press release dated July 16, 2002, issued by the Company.






                                   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.

                                       SERVICE CORPORATION INTERNATIONAL

Date:  July 17, 2002                   By:      /s/ James M. Shelger
                                           -------------------------------------
                                                James M. Shelger
                                                Senior Vice President
                                                General Counsel and Secretary