<PAGE>   1
    As filed with the Securities and Exchange Commission on January 22, 1999

                                          Registration No.333 - _______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        SERVICE CORPORATION INTERNATIONAL
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                 Texas                                       74-1488375
    (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

   1929 Allen Parkway, Houston, Texas                           77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

          Equity Corporation International Amended and Restated 1994
                           Long-Term Incentive Plan
                            (FULL TITLE OF THE PLAN)

                             James M. Shelger, Esq.
              Senior Vice President, General Counsel and Secretary
                        Service Corporation International
                               1929 Allen Parkway
                              Houston, Texas 77019
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 522-5141
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
                                                     Proposed maximum                Proposed
  Title of securities to be      Amount to            offering price             maximum aggregate          Amount of
         registered            be registered           per share(2)             offering price (2)     registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                          <C>                       <C>
Common Stock,                    1,199,867           $23.6515                     $28,378,654                $7,890
$1.00 par value (1)
=========================================================================================================================
</TABLE>

(1)   There are also registered hereunder the Series D Junior Participating
      Preferred Stock of the Registrant (the "Rights") associated with the
      shares of Common Stock being registered. Until the occurrence of certain
      prescribed events, the Rights are not exercisable, are evidenced by the
      certificates for the Common Stock and will be transferred along with and
      only with such securities. Thereafter, separate Rights certificates will
      be issued representing one Right for each share of Common Stock held,
      subject to adjustment pursuant to antidilution provisions.

(2)   Pursuant to Rule 457(h) of the Securities Act of 1933, includes all
      options previously granted at an aggregate exercise price of $28,378,654.

<PAGE>   2


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference in this
Registration Statement:

      (i) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;

      (ii) The Company's Quarterly Reports for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;

      (iii) The Company's Current Reports on Form 8-K dated March 24, 1998, May
14, 1998, December 11, 1998 and January 20, 1999;

      (iv) The description of the Common Stock set forth under the caption "Item
1. Description of Securities to be Registered--Capital Stock" in the Form 8,
Amendment No. 3, dated September 15, 1982, to the Company's Registration
Statement on Form 8-A; and

      (v) The description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated May 15, 1998.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he
was, is, or is threatened to be made a named defendant by reason of his position
as director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.

    Under the registrant's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), no director of the registrant will be liable to
the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a


                                        2

<PAGE>   3



knowing violation of law, (iii) for any transaction for which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office, (iv) for acts or omissions for
which the liability of a director is expressly provided by statute, or (v) for
acts related to an unlawful stock repurchase or dividend payment. The Articles
of Incorporation further provide that, if the statutes of Texas are amended to
further limit the liability of a director, then the liability of the
registrant's directors will be limited to the fullest extent permitted by any
such provision.

    The registrant's Bylaws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the registrant
in such capacities for other business organizations against certain losses,
costs, liabilities, and expenses incurred by reason of their positions with the
registrant or such other business organizations. The registrant also has
policies insuring its officers and directors and certain officers and directors
of its wholly owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.       EXHIBITS.


<TABLE>
<CAPTION>
              Exhibit No.        Exhibit
              -----------        -------
<S>                       <C>

                4.1       Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to
                          Registration Statement No. 333-10867 on Form S-3).

                4.2       Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference
                          to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996).

                4.3       Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
                          year ended December 31, 1991).

                4.4       Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
                          Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).

                4.5       Statement of Resolution Establishing Series of Shares of Series D Junior Participating
                          Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
                          10-Q for the fiscal quarter ended June 30, 1998).

                4.6       Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan

                5         Opinion of Locke Liddell & Sapp LLP.

               23.1       Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).

               23.2       Consent of PricewaterhouseCoopers LLP.

               24         Powers of Attorney.
</TABLE>



                                        3

<PAGE>   4



ITEM 9.       UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            any material information with respect to the plan of distribution
            not previously disclosed in the Registration Statement or any
            material change to such information in the Registration Statement;

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof; and

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        4

<PAGE>   5



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 20th day of January,
1999.


                                               SERVICE CORPORATION INTERNATIONAL


                                               By: /s/ JAMES M. SHELGER
                                                  ------------------------------
                                                       James M. Shelger
                                                 Senior Vice President, General
                                                    Counsel and Secretary



      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                         SIGNATURE                                              Title                                 Date
                         ---------                                              -----                                 ----
<S>                                                         <C>                                              <C>

                             *                              Chairman of the Board and Chief                  January 20, 1999
          ------------------------------------------          Executive Officer                                      
                       R. L. Waltrip                          


                             *                              Senior Vice President and Chief                  January 20, 1999
          ------------------------------------------          Financial Officer (Principal                           
                    George R. Champagne                       Financial Officer)          
                                                              

                             *                              Corporate Controller of SCI                      January 20, 1999
          ------------------------------------------          Management Corporation (a                              
                      Wesley T. McRae                         subsidiary of the Registrant)   
                                                              (Principal Accounting Officer)  
                                                             


                             *                              Director                                         January 20, 1999
          ------------------------------------------                                                                 
                     Anthony L. Coelho


                             *                              Director                                         January 20, 1999
          ------------------------------------------                                                                 
                     Jack Finkelstein
</TABLE>


                                        5

<PAGE>   6



<TABLE>
<CAPTION>
                         SIGNATURE                                              Title                                 Date
                         ---------                                              -----                                 ----
<S>                                                         <C>                                              <C>



                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                      A.J. Foyt, Jr.


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                
                      James H. Greer


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                  L. William Heiligbrodt


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                         
                         B.D. Hunter


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    John W. Mecom, Jr.


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                  Clifton H. Morris, Jr.


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    E.H. Thornton, Jr.


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                     W. Blair Waltrip


                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    Edward E. Williams


     *By:     /s/ JAMES M. SHELGER
          ------------------------------------------                
              James M. Shelger
              Attorney-in-Fact
</TABLE>


                                        6

<PAGE>   7



                                  EXHIBIT INDEX



<TABLE>
<CAPTION>
              Exhibit No.        Exhibit
              -----------        -------
<S>                       <C>

                4.1       Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to
                          Registration Statement No. 333-10867 on Form S-3).

                4.2       Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference
                          to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996).

                4.3       Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
                          year ended December 31, 1991).

                4.4       Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
                          Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).

                4.5       Statement of Resolution Establishing Series of Shares of Series D Junior Participating
                          Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
                          10-Q for the fiscal quarter ended June 30, 1998).

                4.6       Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan

                5         Opinion of Locke Liddell & Sapp LLP.

               23.1       Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).

               23.2       Consent of PricewaterhouseCoopers LLP.

               24         Powers of Attorney.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "SERVICE CORPORATION INTERNATIONAL", "secsgml_size_bytes": 20961}]
{"company-data": {"conformed-name": "SERVICE CORPORATION INTERNATIONAL", "cik": "0000089089", "assigned-sic": "7200", "irs-number": "741488375", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70983", "film-number": "99509741"}, "business-address": {"street1": "1929 ALLEN PKWY", "street2": "P O BOX 130548", "city": "HOUSTON", "state": "TX", "zip": "77019", "phone": "7135225141"}, "mail-address": {"street1": "P O BOX 130548", "city": "HOUSTON", "state": "TX", "zip": "77219-0548"}}
1
    As filed with the Securities and Exchange Commission on January 22, 1999

                                          Registration No.333 - _______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                        SERVICE CORPORATION INTERNATIONAL
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 Texas                                       74-1488375
    (STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

   1929 Allen Parkway, Houston, Texas                           77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

          Equity Corporation International Amended and Restated 1994
                           Long-Term Incentive Plan
                            (FULL TITLE OF THE PLAN)

                             James M. Shelger, Esq.
              Senior Vice President, General Counsel and Secretary
                        Service Corporation International
                               1929 Allen Parkway
                              Houston, Texas 77019
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 522-5141
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================
                                                     Proposed maximum                Proposed
  Title of securities to be      Amount to            offering price             maximum aggregate          Amount of
         registered            be registered           per share(2)             offering price (2)     registration fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock,                    1,199,867           $23.6515                     $28,378,654                $7,890
$1.00 par value (1)
=========================================================================================================================
(1)   There are also registered hereunder the Series D Junior Participating
      Preferred Stock of the Registrant (the "Rights") associated with the
      shares of Common Stock being registered. Until the occurrence of certain
      prescribed events, the Rights are not exercisable, are evidenced by the
      certificates for the Common Stock and will be transferred along with and
      only with such securities. Thereafter, separate Rights certificates will
      be issued representing one Right for each share of Common Stock held,
      subject to adjustment pursuant to antidilution provisions.

(2)   Pursuant to Rule 457(h) of the Securities Act of 1933, includes all
      options previously granted at an aggregate exercise price of $28,378,654.
2

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference in this
Registration Statement:

      (i) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;

      (ii) The Company's Quarterly Reports for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998;

      (iii) The Company's Current Reports on Form 8-K dated March 24, 1998, May
14, 1998, December 11, 1998 and January 20, 1999;

      (iv) The description of the Common Stock set forth under the caption "Item
1. Description of Securities to be Registered--Capital Stock" in the Form 8,
Amendment No. 3, dated September 15, 1982, to the Company's Registration
Statement on Form 8-A; and

      (v) The description of the Company's Series D Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A dated May 15, 1998.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he
was, is, or is threatened to be made a named defendant by reason of his position
as director or officer, provided that he conducted himself in good faith and
reasonably believed that, in the case of conduct in his official capacity as a
director or officer of the corporation, such conduct was in the corporation's
best interests; and, in all other cases, that such conduct was at least not
opposed to the corporation's best interests. In the case of any criminal
proceeding, a director or officer may be indemnified only if he had no
reasonable cause to believe his conduct was unlawful. If a director or officer
is wholly successful, on the merits or otherwise, in connection with such a
proceeding, such indemnification is mandatory.

    Under the registrant's Restated Articles of Incorporation, as amended (the
"Articles of Incorporation"), no director of the registrant will be liable to
the registrant or any of its shareholders for monetary damages for an act or
omission in the director's capacity as a director, except for liability (i) for
any breach of the director's duty of loyalty to the registrant or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a

                                        2
3

knowing violation of law, (iii) for any transaction for which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office, (iv) for acts or omissions for
which the liability of a director is expressly provided by statute, or (v) for
acts related to an unlawful stock repurchase or dividend payment. The Articles
of Incorporation further provide that, if the statutes of Texas are amended to
further limit the liability of a director, then the liability of the
registrant's directors will be limited to the fullest extent permitted by any
such provision.

    The registrant's Bylaws provide for indemnification of officers and
directors of the registrant and persons serving at the request of the registrant
in such capacities for other business organizations against certain losses,
costs, liabilities, and expenses incurred by reason of their positions with the
registrant or such other business organizations. The registrant also has
policies insuring its officers and directors and certain officers and directors
of its wholly owned subsidiaries against certain liabilities for actions taken
in such capacities, including liabilities under the Securities Act of 1933, as
amended.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.       EXHIBITS.
Exhibit No.        Exhibit
              -----------        -------
4.1       Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to
                          Registration Statement No. 333-10867 on Form S-3).

                4.2       Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference
                          to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996).

                4.3       Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
                          year ended December 31, 1991).

                4.4       Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
                          Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).

                4.5       Statement of Resolution Establishing Series of Shares of Series D Junior Participating
                          Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
                          10-Q for the fiscal quarter ended June 30, 1998).

                4.6       Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan

                5         Opinion of Locke Liddell & Sapp LLP.

               23.1       Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).

               23.2       Consent of PricewaterhouseCoopers LLP.

               24         Powers of Attorney.
3
4

ITEM 9.       UNDERTAKINGS.

      The undersigned registrant hereby undertakes:

      (1)   To file, during any period in which offers or sales are being made,
            a post-effective amendment to this Registration Statement to include
            any material information with respect to the plan of distribution
            not previously disclosed in the Registration Statement or any
            material change to such information in the Registration Statement;

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof; and

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        4
5

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 20th day of January,
1999.

                                               SERVICE CORPORATION INTERNATIONAL

                                               By: /s/ JAMES M. SHELGER
                                                  ------------------------------
                                                       James M. Shelger
                                                 Senior Vice President, General
                                                    Counsel and Secretary

      Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                              Title                                 Date
                         ---------                                              -----                                 ----
*                              Chairman of the Board and Chief                  January 20, 1999
          ------------------------------------------          Executive Officer                                      
                       R. L. Waltrip                          

                             *                              Senior Vice President and Chief                  January 20, 1999
          ------------------------------------------          Financial Officer (Principal                           
                    George R. Champagne                       Financial Officer)          
                                                              

                             *                              Corporate Controller of SCI                      January 20, 1999
          ------------------------------------------          Management Corporation (a                              
                      Wesley T. McRae                         subsidiary of the Registrant)   
                                                              (Principal Accounting Officer)  
                                                             

                             *                              Director                                         January 20, 1999
          ------------------------------------------                                                                 
                     Anthony L. Coelho

                             *                              Director                                         January 20, 1999
          ------------------------------------------                                                                 
                     Jack Finkelstein
5
6
SIGNATURE                                              Title                                 Date
                         ---------                                              -----                                 ----
*                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                      A.J. Foyt, Jr.

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                
                      James H. Greer

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                  L. William Heiligbrodt

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                         
                         B.D. Hunter

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    John W. Mecom, Jr.

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                  Clifton H. Morris, Jr.

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    E.H. Thornton, Jr.

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                     W. Blair Waltrip

                             *                              Director                                          January 20, 1999
          ------------------------------------------                                                                 
                    Edward E. Williams

     *By:     /s/ JAMES M. SHELGER
          ------------------------------------------                
              James M. Shelger
              Attorney-in-Fact
6
7

                                  EXHIBIT INDEX
Exhibit No.        Exhibit
              -----------        -------
4.1       Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to
                          Registration Statement No. 333-10867 on Form S-3).

                4.2       Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference
                          to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996).

                4.3       Bylaws, as amended. (Incorporated by reference to Exhibit 3.7 to Form 10-K for the fiscal
                          year ended December 31, 1991).

                4.4       Rights Agreement dated as of May 14, 1998 between the Company and Harris Trust and
                          Savings Bank. (Incorporated by reference to Exhibit 1 to Form 8-A dated May 15, 1998).

                4.5       Statement of Resolution Establishing Series of Shares of Series D Junior Participating
                          Preferred Stock dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form
                          10-Q for the fiscal quarter ended June 30, 1998).

                4.6       Equity Corporation International Amended and Restated 1994 Long-Term Incentive Plan

                5         Opinion of Locke Liddell & Sapp LLP.

               23.1       Consent of Locke Liddell & Sapp LLP. (Included in Exhibit 5).

               23.2       Consent of PricewaterhouseCoopers LLP.

               24         Powers of Attorney.