<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 8, 1999

                                          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
                           AMENDED 1996 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
                             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           12,000,000(3)         $18.31         $219,750,000         $61,091
================================================================================================
</TABLE>

(1)   A previous Registration Statement (File No. 333-19863) registered
      12,000,000 shares of Service Corporation International (the "Company")
      common stock, $1.00 par value per share ("Common Stock"), offered under
      the Service Corporation International 1996 Incentive Plan (the "1996
      Plan"). This Registration Statement is being filed to register 12,000,000
      additional shares of Common Stock that may be issued under the Service
      Corporation International Amended 1996 Incentive Plan (the "Amended
      Plan").

(2)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457(c) and (h), based on the average of the high and low prices
      reported by the New York Stock Exchange on July 6, 1999 with respect
      to 12,000,000 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 Series D Junior Participating
      Preferred Stock Purchase Rights of the Company ("Rights") associated with
      the shares of Common Stock being registered, 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, 1998;

      (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

      (iii) The Company's Current Reports on Form 8-K dated January 20, 1999,
January 28, 1999, February 9, 1999 and February 11, 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 14, 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, 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.

          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 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.

<PAGE>   3

      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   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).

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

                  4.5   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 14,
                        1998).

                  4.6   Amended 1996 Incentive Plan (incorporated by reference
                        to Annex A of the Proxy Statement dated April 13, 1999).

                 *5.1   Opinion of Locke Liddell & Sapp LLP.

                *23.1   Consent of Locke Liddell & Sapp LLP (contained in
                        Exhibit 5.1).

                *23.2   Consent of PricewaterhouseCoopers LLP.

                *24.1   Powers of Attorney.

---------------------------
* Filed herewith.

<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 8th day of July,
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>
               Signatures                                   Title                               Date
               ----------                                   -----                               ----
<S>                                          <C>                                            <C>


                    *                           Chairman of the Board, Chief                July 8, 1999
-----------------------------------------      Executive Officer and President
             (R. L. WALTRIP)                    (Principal Executive Officer)


                    *                        Executive Vice President and Chief             July 8, 1999
-----------------------------------------       Financial Officer (Principal
          (GEORGE R. CHAMPAGNE)                      Financial Officer)


                    *                            Vice President Controller                  July 8, 1999
-----------------------------------------           (Principal Accounting
           (W. CARDON GERNER)                            Officer)


                    *                                     Director                          July 8, 1999
-----------------------------------------
           (ANTHONY L. COELHO)


                    *                                     Director                          July 8, 1999
-----------------------------------------
           (JACK FINKELSTEIN)


                    *                                     Director                          July 8, 1999
-----------------------------------------
            (A.J. FOYT, JR.)


                    *                                     Director                          July 8, 1999
-----------------------------------------
            (JAMES H. GREER)


                    *                                     Director                          July 8, 1999
-----------------------------------------
              (B.D. HUNTER)


                    *                                     Director                          July 8, 1999
-----------------------------------------
          (JOHN W. MECOM, JR.)


                    *                                     Director                          July 8, 1999
-----------------------------------------
        (CLIFTON H. MORRIS, JR.)
</TABLE>




<PAGE>   6

<TABLE>
<S>                                          <C>                                            <C>
                    *                                     Director                          July 8, 1999
-----------------------------------------
          (E. H. THORNTON, JR.)


                    *                                     Director                          July 8, 1999
-----------------------------------------
           (W. BLAIR WALTRIP)


                    *                                     Director                          July 8, 1999
-----------------------------------------
          (EDWARD E. WILLIAMS)



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

<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   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).

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

                  4.5   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 14,
                        1998).

                  4.6   Amended 1996 Incentive Plan (incorporated by reference
                        to Annex A of the Proxy Statement dated April 13, 1999).

                 *5.1   Opinion of Locke Liddell & Sapp LLP.

                *23.1   Consent of Locke Liddell & Sapp LLP (contained in
                        Exhibit 5.1).

                *23.2   Consent of PricewaterhouseCoopers LLP.

                *24.1   Powers of Attorney.
</TABLE>

---------------------------
* Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "SERVICE CORPORATION INTERNATIONAL", "secsgml_size_bytes": 19168}]
{"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": "333-82475", "film-number": "99660919"}, "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 JULY 8, 1999

                                          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
                           AMENDED 1996 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
                             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           12,000,000(3)         $18.31         $219,750,000         $61,091
================================================================================================
(1)   A previous Registration Statement (File No. 333-19863) registered
      12,000,000 shares of Service Corporation International (the "Company")
      common stock, $1.00 par value per share ("Common Stock"), offered under
      the Service Corporation International 1996 Incentive Plan (the "1996
      Plan"). This Registration Statement is being filed to register 12,000,000
      additional shares of Common Stock that may be issued under the Service
      Corporation International Amended 1996 Incentive Plan (the "Amended
      Plan").

(2)   Estimated solely for purposes of calculating the registration fee pursuant
      to Rule 457(c) and (h), based on the average of the high and low prices
      reported by the New York Stock Exchange on July 6, 1999 with respect
      to 12,000,000 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 Series D Junior Participating
      Preferred Stock Purchase Rights of the Company ("Rights") associated with
      the shares of Common Stock being registered, 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, 1998;

      (ii) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999;

      (iii) The Company's Current Reports on Form 8-K dated January 20, 1999,
January 28, 1999, February 9, 1999 and February 11, 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 14, 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, 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.

          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 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.
3

      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   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).

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

                  4.5   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 14,
                        1998).

                  4.6   Amended 1996 Incentive Plan (incorporated by reference
                        to Annex A of the Proxy Statement dated April 13, 1999).

                 *5.1   Opinion of Locke Liddell & Sapp LLP.

                *23.1   Consent of Locke Liddell & Sapp LLP (contained in
                        Exhibit 5.1).

                *23.2   Consent of PricewaterhouseCoopers LLP.

                *24.1   Powers of Attorney.

---------------------------
* Filed herewith.
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 8th day of July,
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.
Signatures                                   Title                               Date
               ----------                                   -----                               ----
*                           Chairman of the Board, Chief                July 8, 1999
-----------------------------------------      Executive Officer and President
             (R. L. WALTRIP)                    (Principal Executive Officer)

                    *                        Executive Vice President and Chief             July 8, 1999
-----------------------------------------       Financial Officer (Principal
          (GEORGE R. CHAMPAGNE)                      Financial Officer)

                    *                            Vice President Controller                  July 8, 1999
-----------------------------------------           (Principal Accounting
           (W. CARDON GERNER)                            Officer)

                    *                                     Director                          July 8, 1999
-----------------------------------------
           (ANTHONY L. COELHO)

                    *                                     Director                          July 8, 1999
-----------------------------------------
           (JACK FINKELSTEIN)

                    *                                     Director                          July 8, 1999
-----------------------------------------
            (A.J. FOYT, JR.)

                    *                                     Director                          July 8, 1999
-----------------------------------------
            (JAMES H. GREER)

                    *                                     Director                          July 8, 1999
-----------------------------------------
              (B.D. HUNTER)

                    *                                     Director                          July 8, 1999
-----------------------------------------
          (JOHN W. MECOM, JR.)

                    *                                     Director                          July 8, 1999
-----------------------------------------
        (CLIFTON H. MORRIS, JR.)
6
*                                     Director                          July 8, 1999
-----------------------------------------
          (E. H. THORNTON, JR.)

                    *                                     Director                          July 8, 1999
-----------------------------------------
           (W. BLAIR WALTRIP)

                    *                                     Director                          July 8, 1999
-----------------------------------------
          (EDWARD E. WILLIAMS)

*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   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   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).

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

                  4.5   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 14,
                        1998).

                  4.6   Amended 1996 Incentive Plan (incorporated by reference
                        to Annex A of the Proxy Statement dated April 13, 1999).

                 *5.1   Opinion of Locke Liddell & Sapp LLP.

                *23.1   Consent of Locke Liddell & Sapp LLP (contained in
                        Exhibit 5.1).

                *23.2   Consent of PricewaterhouseCoopers LLP.

                *24.1   Powers of Attorney.
---------------------------
* Filed herewith.