8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  July 16, 2002

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

                                      TEXAS
                 (State or other Jurisdiction of Incorporation)

              1-6402-1                                    74-1488375
       (Commission File Number)                (IRS Employer Identification No.)

   1929 Allen Parkway, Houston, Texas                       77019
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (713) 522-5141






ITEM 5.  OTHER EVENTS

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

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

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






                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                       SERVICE CORPORATION INTERNATIONAL

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

EX-99.1

                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE:


                        SERVICE CORPORATION INTERNATIONAL
                          ANNOUNCES SUCCESSION PLAN AND
            APPOINTS A NEW PRESIDENT AND CHIEF OPERATING OFFICER AND
                         A NEW EXECUTIVE VICE PRESIDENT


HOUSTON, TEXAS, July 16, 2002 . . . Service Corporation International (NYSE:
SRV), the world's largest funeral and cemetery company, today announced the
adoption of a succession plan for the future leadership of the Company and
appointed a new President and Chief Operating Officer and a new Executive Vice
President. In developing the succession plan, the Board of Directors of the
Company emphasized the need for leadership fostering an environment of teamwork,
cohesiveness and embracing change with a focus on execution of the Company's
strategic initiatives and business plan. The Board has chosen two of the
Company's current corporate officers to lead the Company into the future,
leaders who have demonstrated exceptional execution of strategies during the
Company's difficult transition over the past few years. The Board has elected
Thomas L. Ryan President and Chief Operating Officer and Michael R. Webb
Executive Vice President, effective immediately.

Robert L. Waltrip, Chairman and Chief Executive Officer of the Company commented
on the succession plan of the Company's executive leadership. "The Board of
Directors of the Company has adopted a succession plan involving the leadership
of myself and Bud Hunter, Vice Chairman, in consideration of the exceptional
management talent the Company currently possesses and the recent resignation of
Jerald L. Pullins from the position of President and Chief Operating Officer. It
is important to emphasize that our strategic initiatives designed to create
internal growth from our unparalleled network of funeral homes and cemeteries
remain our Company's strategic focus as we move to a period of core operational
growth in the coming years. I expect to remain Chairman and CEO and Bud to
remain Vice Chairman over the next few years as we provide leadership and
support to our new management team as they lead SCI into the future.

During the last several years, Tom Ryan and Mike Webb have demonstrated
exceptional execution and leadership in two of the most key roles of the
Company's transition. As the Chief Executive Officer of the Company's European
Operations, Tom has led a turnaround of geographically and culturally diverse
funeral and cemetery operations totaling over $700 million in revenues. These
operations, which performed over 250,000 funeral services annually, produced
significant improvements in revenues, EBITDA, cash flows and customer
satisfaction under Tom's leadership. The improvement in these operations was
instrumental in the successful execution of several dispositions and joint
venture transactions, such as our United Kingdom joint venture, at valuations
creating significant shareholder value.



During this same period, Mike Webb led the Company's successful efforts to sell
its wholly owned insurance operations and the execution of the Company's joint
ventures of its Australia, Spain and Portugal operations at valuations also
creating significant shareholder value. Mike's operational responsibilities
include the Company's wholly owned businesses in Argentina, Chile and Uruguay
and the Company's substantial Hispanic operations primarily located in the
states of Florida and California. Mike also manages the Company's joint venture
investments in Australia, Spain and Portugal. Mike leads the Company's efforts
to reduce overhead costs and improve the Company's business and financial
processes through continuous process improvement initiatives. Mike's success in
this area is evident in the Company's significant reductions in general and
administrative expenses and total overhead costs over the past three years.

Bud Hunter and I are pleased to add Tom and Mike to the executive leadership of
the Company as they join Jeff Curtiss, our Chief Financial Officer, and Jim
Shelger, our General Counsel, in the current makeup of the Company's Office of
the Chairman. With over 125 years of combined experience in this industry, our
Office of the Chairman and its leadership is well poised to continue the
execution of our strategic initiatives ultimately resulting in internal
operating growth."

Tom Ryan joined the Company in 1996 and has held various positions in the
Company including the Chief Financial Officer of all international operations
outside of North America prior to being appointed Chief Executive Officer of the
Company's European operations in October 2000. Prior to joining SCI, Mr. Ryan
spent 8 1/2 years with PricewaterhouseCoopers. Mr. Ryan is 37 years old and a
graduate of the University of Texas where he obtained a Bachelor of Business
Administration degree.

Mike Webb joined the Company in 1991 in a process reengineering role after being
Chief Financial Officer of Arlington Corporation, a regional funeral and
cemetery consolidator acquired by the Company. Prior to joining Arlington
Corporation, Mike held various executive financial and development roles at Days
Inns of America and Telemundo Group, Inc. In 1993, Mr. Webb joined the Company's
corporate development group, which he later led on a global basis before
accepting operational responsibilities involving several of the Company's
Australian and Hispanic operations and leading a renewed Company focus on
reducing overhead and systems and process improvements. Mr. Webb is 44 years old
and a graduate of the University of Georgia where he obtained a Bachelor of
Business Administration degree.

Mr. Hunter added: "As Bob Waltrip indicated, we will spend the remaining years
of our business careers making our vast business and industry knowledge and
experience available to Tom, Mike and their executive team as leaders of our
Company. Over 2 1/2 years ago, I was given the responsibility of righting our
international operations in addition to my other duties. I worked very closely
with Tom and Mike during this period and observed firsthand their exceptional
flexibility and leadership skills as we successfully executed our business plan.
Bob and I believe they will bring a fresh perspective to the execution of our
current operational and financial initiatives that have been underway in our
North America funeral and cemetery operations. Tom and Mike will be supported by
an existing group of Officers in operational leadership roles in North America
with over 75 years of combined experience in the funeral and cemetery industry.
This




extensive industry experience, coupled with the effectiveness of Tom's and
Mike's leadership already demonstrated by their execution of our strategic
initiatives, gives Bob Waltrip, me and the Board of Directors the confidence
that our Company will have capable leadership well into the future."

EARNINGS RELEASE AND COMPANY-SPONSORED MEETINGS
The Company also announced today it will report its financial results for the
second quarter of 2002 on Wednesday, August 7, 2002, after the close of the
financial markets and will conduct a conference call to discuss the reported
financial results on the morning of Thursday, August 8, 2002. Additionally, the
Company will host a series of company-sponsored meetings with its top management
shortly after its earnings release for the second quarter in August 2002. The
details of the Company's conference call on August 8, 2002 and its
Company-sponsored meetings will be issued via press release at a later date and
will be available on the Company's website (www.sci-corp.com) at such time.

As of March 31, 2002, the Company and its affiliates operated 2,507 funeral
service locations, 467 cemeteries and 154 crematoria and provides funeral and
cemetery services in 8 countries.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
The statements in this press release that are not historical facts are
forward-looking statements made in reliance on the "safe harbor" protections
provided under the Private Securities Litigation Reform Act of 1995. These
statements may be accompanied by words such as "believe," "estimate," "project,"
"expect," "anticipate" or "predict," that convey the uncertainty of future
events or outcomes. These statements are based on assumptions that the Company
believes are reasonable; however, many important factors could cause the
Company's actual results in the future to differ materially from the
forward-looking statements made herein and in any other documents or oral
presentations made by, or on behalf of, the Company. For further information on
these risks and uncertainties, see the Company's Securities and Exchange
Commission filings, including the Company's 2001 Annual Report on Form 10-K. The
Company assumes no obligation to publicly update or revise any forward-looking
statements made herein or any other forward-looking statements made by the
Company, whether as a result of new information, future events or otherwise.



For additional information contact:
                                                                               
Investor Relations:     Eric D. Tanzberger - Vice President / Investor Relations     Tel:  (713) 525-7768
                                             Assistant Corporate Controller

                        Debbie E. Fisher - Director / Investor Relations             Tel:  (713) 525-9088

Media Relations:        Terry Hemeyer - Managing Director / Corp. Communications     Tel:  (713) 525-5497



Other Service Corporation International information and news releases are
available through SCI's corporate website at: http://www.sci-corp.com.




Cgb/Misc/02/8-K_1