<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 1997

                                          REGISTRATION NO. 333 - _______________
================================================================================
                                 UNITED STATES
                       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)

                       SERVICE CORPORATION INTERNATIONAL
                        1996 NONQUALIFIED INCENTIVE PLAN

                            (FULL TITLE OF THE PLAN)

                                James M. Shelger
                             Senior Vice President
                       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
                                AMOUNT              MAXIMUM            PROPOSED MAXIMUM
 TITLE OF SECURITIES            TO BE            OFFERING PRICE           AGGREGATE             AMOUNT OF
 TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)        OFFERING PRICE(2)     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
 <S>                         <C>                  <C>                 <C>                   <C>
 COMMON STOCK, $1.00 PER
 SHARE PAR VALUE
 ("COMMON STOCK")            4,000,000(3)           $33.28125           $128,701,439.93          $39,001       
============================================================================================================
</TABLE>

(1)  Represents the maximum number of shares of Common Stock of the Registrant
     which could be purchased upon exercise of all awards which are now
     outstanding or which may hereafter be granted under the Service
     Corporation International 1996 Nonqualified Incentive Plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h), based on the option exercise prices of options to
     acquire 1,020,475 shares of Common Stock which have been previously 
     granted under the Service Corporation International 1996 Nonqualified
     Incentive Plan,  and the average of the high and low prices reported by the
     New York Stock Exchange on August 4, 1997 with respect to 2,979,525 shares
     of Common Stock as to which awards have not been granted as of the date of
     filing this Registration Statement.

(3)  There are also registered hereunder (i) the preferred share purchase
     rights associated with the shares of Common Stock being registered
     ("Rights"), and (ii) the resale of any such shares and Rights by persons
     who may be deemed affiliates of the Company pursuant to the provisions of
     Form S-8.


================================================================================
<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, 1996;

     (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;

     (iii) The Company's Current Report on Form 8-K dated January 8, 1997;

     (iv)  The Company's Current Report on Form 8-K dated April 15, 1997;

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

     (vi)  The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated July 26,
1988, as amended by Amendment No. 1 thereto filed under cover of Form 8 and
dated May 11, 1990.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

     A description of the Common Stock is incorporated by reference pursuant to
paragraphs (v) and (vi) above.  The Company's authorized capital consists of
500,000,000 shares of Common Stock and 1,000,000 shares of preferred stock,
$1.00 par value.  As of June 30, 1997, there were 251,468,703 shares of Common
Stock outstanding and no shares of preferred stock outstanding.  The transfer
agent and registrar for the Common Stock is Harris Trust and Savings Bank.

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 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 director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was 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.
<PAGE>   3
     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 knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from 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 by-laws 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 against certain liabilities
for actions taken in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

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

   *4.3        Rights Agreement, dated as of July 18, 1988, between the 
               registrant and Texas Commerce Bank National Association 
               ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K 
               dated July 18, 1988).

   *4.4        Amendment dated as of May 10, 1990, to the Rights Agreement, 
               dated as of July 18, 1988, between the registrant and TCBNA 
               (incorporated by reference to Exhibit 1 to Form 8-K dated May 
               10, 1990).

   *4.5        Agreement appointing a Successor Rights Agent under Rights 
               Agreement dated June 1, 1990, among the registrant, TCBNA and 
               Ameritrust Company National Association (incorporated by 
               reference to Exhibit 4.1 to Form 10-Q for the quarter ended 
               June 30, 1990).

   *4.6        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).

    5.1        Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
               legality of common stock being issued.

   23.1        Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
               (contained in opinion in Exhibit 5.1).

   23.2        Consent of Independent Accountants (Coopers & Lybrand L.L.P.).

   24.1        Powers of Attorney 

   99.1        1996 Nonqualified Incentive Plan
</TABLE>

------------
* Incorporated by reference as indicated
<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, 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.
<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 7th day of August,
1997.

                                      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>
             Signatures                             Title                              Date 
             ----------                             -----                              ----
<S>                                     <C>                                        <C>
                 *                      Chairman of the Board and Chief            August 7, 1997
------------------------------------          Executive Officer                                  
          (R. L. WALTRIP)                 (Principal Executive Officer) 
                                                                        
                 *                       Senior Vice President and Chief           August 7, 1997
------------------------------------      Financial Officer (Principal                           
       (GEORGE R. CHAMPAGNE)                   Financial Officer)     
                                                                      


                 *                           Corporate Controller of               August 7, 1997
------------------------------------             SCI Management                                  
         (WESLEY T. MCRAE)                Corporation, a subsidiary of  
                                            the Registrant (Principal   
                                               Accounting Officer)      
                                                                        

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (ANTHONY L. COEHLO)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (DOUGLAS M. CONWAY)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
         (JACK FINKELSTEIN)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
          (A.J. FOYT, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (JAMES J. GAVIN JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
          (JAMES H. GREER)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
      (L. WILLIAM HEILIGBRODT)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
           (B.D. HUNTER)
</TABLE>
<PAGE>   6
<TABLE>
<S>                                     <C>                                        <C>
                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (JOHN W. MECOM, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
      (CLIFTON H. MORRIS, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (E. H. THORNTON, JR.

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
         (W. BLAIR WALTRIP)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (EDWARD E. WILLIAMS)
</TABLE>

*    By his signature below, James M. Shelger, pursuant to duly executed powers
     of attorney filed with the Securities and Exchange Commission, has signed
     this registration statement on the date indicated on behalf of the persons
     listed above, designated by asterisks, in the capacities set forth
     opposite their respective names.



*By: /s/ JAMES M. SHELGER
     -------------------------------
     James M. Shelger
     Attorney-in-Fact
<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        Bylaws, as amended (incorporated by reference to Exhibit 3.7 to
               Form 10-K for the fiscal year ended December 31, 1991).

   *4.3        Rights Agreement, dated as of July 18, 1988, between the 
               registrant and Texas Commerce Bank National Association 
               ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K 
               dated July 18, 1988).

   *4.4        Amendment dated as of May 10, 1990, to the Rights Agreement, 
               dated as of July 18, 1988, between the registrant and TCBNA 
               (incorporated by reference to Exhibit 1 to Form 8-K dated May 
               10, 1990).

   *4.5        Agreement appointing a Successor Rights Agent under Rights 
               Agreement dated June 1, 1990, among the registrant, TCBNA and 
               Ameritrust Company National Association (incorporated by 
               reference to Exhibit 4.1 to Form 10-Q for the quarter ended 
               June 30, 1990).

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

    5.1        Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
               legality of common stock being issued.

   23.1        Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
               (contained in opinion in Exhibit 5.1).

   23.2        Consent of Independent Accountants (Coopers & Lybrand L.L.P.).

   24.1        Powers of Attorney 

   99.1        1996 Nonqualified Incentive Plan
</TABLE>

------------
* Incorporated by reference as indicated
[{"type": "S-8", "sequence": "1", "description": "SERVICE CORPORATION INTERNATIONAL", "secsgml_size_bytes": 21740}]
{"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": "333-33101", "film-number": "97653287"}, "business-address": {"street1": "1929 ALLEN PKWY", "street2": "P O BOX 130548", "city": "HOUSTON", "state": "TX", "zip": "77219", "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 AUGUST 7, 1997

                                          REGISTRATION NO. 333 - _______________
================================================================================
                                 UNITED STATES
                       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)

                       SERVICE CORPORATION INTERNATIONAL
                        1996 NONQUALIFIED INCENTIVE PLAN

                            (FULL TITLE OF THE PLAN)

                                James M. Shelger
                             Senior Vice President
                       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
                                AMOUNT              MAXIMUM            PROPOSED MAXIMUM
 TITLE OF SECURITIES            TO BE            OFFERING PRICE           AGGREGATE             AMOUNT OF
 TO BE REGISTERED            REGISTERED(1)        PER SHARE(2)        OFFERING PRICE(2)     REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
COMMON STOCK, $1.00 PER
 SHARE PAR VALUE
 ("COMMON STOCK")            4,000,000(3)           $33.28125           $128,701,439.93          $39,001       
============================================================================================================
(1)  Represents the maximum number of shares of Common Stock of the Registrant
     which could be purchased upon exercise of all awards which are now
     outstanding or which may hereafter be granted under the Service
     Corporation International 1996 Nonqualified Incentive Plan.

(2)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) and (h), based on the option exercise prices of options to
     acquire 1,020,475 shares of Common Stock which have been previously 
     granted under the Service Corporation International 1996 Nonqualified
     Incentive Plan,  and the average of the high and low prices reported by the
     New York Stock Exchange on August 4, 1997 with respect to 2,979,525 shares
     of Common Stock as to which awards have not been granted as of the date of
     filing this Registration Statement.

(3)  There are also registered hereunder (i) the preferred share purchase
     rights associated with the shares of Common Stock being registered
     ("Rights"), and (ii) the resale of any such shares and Rights by persons
     who may be deemed affiliates of the Company pursuant to the provisions of
     Form S-8.

================================================================================
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, 1996;

     (ii)  The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;

     (iii) The Company's Current Report on Form 8-K dated January 8, 1997;

     (iv)  The Company's Current Report on Form 8-K dated April 15, 1997;

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

     (vi)  The description of the Company's preferred share purchase rights
contained in the Company's Registration Statement on Form 8-A dated July 26,
1988, as amended by Amendment No. 1 thereto filed under cover of Form 8 and
dated May 11, 1990.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, 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 the filing of such documents.

ITEM 4.    DESCRIPTION OF SECURITIES.

     A description of the Common Stock is incorporated by reference pursuant to
paragraphs (v) and (vi) above.  The Company's authorized capital consists of
500,000,000 shares of Common Stock and 1,000,000 shares of preferred stock,
$1.00 par value.  As of June 30, 1997, there were 251,468,703 shares of Common
Stock outstanding and no shares of preferred stock outstanding.  The transfer
agent and registrar for the Common Stock is Harris Trust and Savings Bank.

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 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 director or officer, such conduct was in the
corporation's best interests, or, in all other cases, that such conduct was 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.
3
     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 knowing violation of law, (iii) for any transaction
for which the director received an improper benefit, whether or not the benefit
resulted from 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 by-laws 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 against certain liabilities
for actions taken in such capacities, including liabilities under the
Securities Act of 1933, as amended (the "Securities Act").

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

   *4.3        Rights Agreement, dated as of July 18, 1988, between the 
               registrant and Texas Commerce Bank National Association 
               ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K 
               dated July 18, 1988).

   *4.4        Amendment dated as of May 10, 1990, to the Rights Agreement, 
               dated as of July 18, 1988, between the registrant and TCBNA 
               (incorporated by reference to Exhibit 1 to Form 8-K dated May 
               10, 1990).

   *4.5        Agreement appointing a Successor Rights Agent under Rights 
               Agreement dated June 1, 1990, among the registrant, TCBNA and 
               Ameritrust Company National Association (incorporated by 
               reference to Exhibit 4.1 to Form 10-Q for the quarter ended 
               June 30, 1990).

   *4.6        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).

    5.1        Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
               legality of common stock being issued.

   23.1        Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
               (contained in opinion in Exhibit 5.1).

   23.2        Consent of Independent Accountants (Coopers & Lybrand L.L.P.).

   24.1        Powers of Attorney 

   99.1        1996 Nonqualified Incentive Plan
------------
* Incorporated by reference as indicated
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, 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.
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 7th day of August,
1997.

                                      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.
Signatures                             Title                              Date 
             ----------                             -----                              ----
*                      Chairman of the Board and Chief            August 7, 1997
------------------------------------          Executive Officer                                  
          (R. L. WALTRIP)                 (Principal Executive Officer) 
                                                                        
                 *                       Senior Vice President and Chief           August 7, 1997
------------------------------------      Financial Officer (Principal                           
       (GEORGE R. CHAMPAGNE)                   Financial Officer)     
                                                                      

                 *                           Corporate Controller of               August 7, 1997
------------------------------------             SCI Management                                  
         (WESLEY T. MCRAE)                Corporation, a subsidiary of  
                                            the Registrant (Principal   
                                               Accounting Officer)      
                                                                        

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (ANTHONY L. COEHLO)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (DOUGLAS M. CONWAY)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
         (JACK FINKELSTEIN)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
          (A.J. FOYT, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (JAMES J. GAVIN JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
          (JAMES H. GREER)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
      (L. WILLIAM HEILIGBRODT)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
           (B.D. HUNTER)
6
*                                  Director                       August 7, 1997
------------------------------------                                                             
        (JOHN W. MECOM, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
      (CLIFTON H. MORRIS, JR.)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (E. H. THORNTON, JR.

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
         (W. BLAIR WALTRIP)

                 *                                  Director                       August 7, 1997
------------------------------------                                                             
        (EDWARD E. WILLIAMS)
*    By his signature below, James M. Shelger, pursuant to duly executed powers
     of attorney filed with the Securities and Exchange Commission, has signed
     this registration statement on the date indicated on behalf of the persons
     listed above, designated by asterisks, in the capacities set forth
     opposite their respective names.

*By: /s/ JAMES M. SHELGER
     -------------------------------
     James M. Shelger
     Attorney-in-Fact
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        Bylaws, as amended (incorporated by reference to Exhibit 3.7 to
               Form 10-K for the fiscal year ended December 31, 1991).

   *4.3        Rights Agreement, dated as of July 18, 1988, between the 
               registrant and Texas Commerce Bank National Association 
               ("TCBNA") (incorporated by reference to Exhibit 1 to Form 8-K 
               dated July 18, 1988).

   *4.4        Amendment dated as of May 10, 1990, to the Rights Agreement, 
               dated as of July 18, 1988, between the registrant and TCBNA 
               (incorporated by reference to Exhibit 1 to Form 8-K dated May 
               10, 1990).

   *4.5        Agreement appointing a Successor Rights Agent under Rights 
               Agreement dated June 1, 1990, among the registrant, TCBNA and 
               Ameritrust Company National Association (incorporated by 
               reference to Exhibit 4.1 to Form 10-Q for the quarter ended 
               June 30, 1990).

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

    5.1        Opinion of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. regarding
               legality of common stock being issued.

   23.1        Consent of Liddell, Sapp, Zivley, Hill & LaBoon, L.L.P. 
               (contained in opinion in Exhibit 5.1).

   23.2        Consent of Independent Accountants (Coopers & Lybrand L.L.P.).

   24.1        Powers of Attorney 

   99.1        1996 Nonqualified Incentive Plan
------------
* Incorporated by reference as indicated