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The following is an excerpt from a 10-K SEC Filing, filed by SERVICE CORPORATION INTERNATIONAL on 3/17/2003.
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SERVICE CORPORATION INTERNATIONAL - 10-K - 20030317 - EXHIBIT_21

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EXHIBIT 21.1

SUBSIDIARIES OF THE COMPANY

                                                                                                March 1, 2003
                                                                                                  Ownership
ALABAMA
         SCI Funeral Services, Inc. (Iowa Corp) Alabama subsidiaries
                  SCI Alabama Funeral Services, Inc.------------------------------------------      100%
                  SCI Georgia Funeral Services, Inc. (DE Corp) Alabama subsidiary
                        ECI Alabama Services, LLC---------------------------------------------      100%

ALASKA
         SCI Funeral Services, Inc. (Iowa Corp) Alaska subsidiary
                  SCI Alaska Funeral Services, Inc.-------------------------------------------      100%

ARIZONA
         SCI Funeral Services, Inc. (Iowa Corp) Arizona subsidiaries
                  National Cremation Society, Inc.--------------------------------------------      100%
                  SCI Arizona Funeral Services, Inc.------------------------------------------      100%

ARKANSAS
         SCI Funeral Services, Inc. (Iowa Corp) Arkansas subsidiary
                  SCI Arkansas Funeral Services, Inc.-----------------------------------------      100%

CALIFORNIA
         SCI Funeral Services, Inc. (Iowa Corp) California subsidiaries
                  SCI California Funeral Services, Inc.---------------------------------------      100%
                        Mount Vernon Memorial Park--------------------------------------------      100%
         SCI Special, Inc. (DE Corp)
                  SCI Administrative Services, LLC (DE LLC)
                        SCI Management L.P.-(DE LP) California subsidiary
                              SCI Western Operations HQ, Inc.---------------------------------      100%

COLORADO
         SCI Funeral Services, Inc. (Iowa Corp) Colorado subsidiary
                  SCI Colorado Funeral Services, Inc.-----------------------------------------      100%

CONNECTICUT
         SCI Funeral Services, Inc. (Iowa Corp) Connecticut subsidiary
                  SCI Connecticut Funeral Services, Inc.--------------------------------------      100%

DELAWARE
         BestHalf.com, Inc.-------------------------------------------------------------------       80%
         Christian Funeral Services, Inc.-----------------------------------------------------      100%
         SCI Funeral Services, Inc. (Iowa Corp) Delaware subsidiaries
                  ECI Cemetery Management Services, Inc.--------------------------------------      100%
                  ECI Indiana Holdings, Inc.--------------------------------------------------      100%
                        ECI Services of Indiana, L.P.-----------------------------------------        1%
                     ECI Indiana Holdings (LP), LLC-------------------------------------------      100%
                                    ECI Services of Indiana, L.P.-----------------------------       99%
                  ECI Management Services, Inc.-----------------------------------------------      100%
                  ECI-San Jose, Inc.----------------------------------------------------------      100%
                  ECI Services of Georgia, Inc.-----------------------------------------------      100%
                  ECI Services of Louisiana, Inc.---------------------------------------------      100%
                  ECI Services of Maine, Inc.-------------------------------------------------      100%

1

         ECI Services of Missouri, Inc.----------------------------------------------      100%
         ECI Services of New Hampshire, Inc.-----------------------------------------      100%
         ECI Services of South Dakota, Inc.------------------------------------------      100%
         ECI Services of Vermont, Inc.-----------------------------------------------      100%
         Lake View Management Company, Inc.------------------------------------------      100%
         Memorial Guardian Plans, Inc.-----------------------------------------------      100%
         SCI California Funeral Services, Inc. (CA Corp) Delaware subsidiaries
               California Cemetery and Funeral Services, LLC-------------------------        5%
            ECI Capital Corporation--------------------------------------------------      100%
               California Cemetery and Funeral Services, LLC-------------------------       95%
         SCI Funeral Services, Inc.--------------------------------------------------      100%
         SCI Georgia Funeral Services, Inc.------------------------------------------      100%
               ECI Alabama Services, LLC (AL LLC) Delaware subsidiary
                     ECI-Chapel Hill, Inc.-------------------------------------------      100%
         SCI Indiana Holdings, Inc.--------------------------------------------------      100%
                     SCI Indiana Funeral Services, L.P.------------------------------        1%
               SCI Indiana Holdings (LP), LLC----------------------------------------      100%
                     SCI Indiana Funeral Services, L.P.------------------------------       99%
         SCI Iowa Funeral Services, Inc. (IA Corp) Delaware subsidiary
               SCI Iowa Finance Company----------------------------------------------      100%
         SCI Maryland Funeral Services, Inc. (MD Corp) Delaware subsidiary
               ECI Cemetery Services of Maryland, LLC--------------------------------      100%
         SCI Missouri Funeral Services, Inc. (MO Corp) Delaware subsidiary
               Missouri Commemorative Services, LLC----------------------------------      100%
         SCI Ohio Funeral Services, Inc. (OH Corp) Delaware subsidiary
               Rose Hill Securities Company------------------------------------------      100%
         SCI Pennsylvania Funeral Services, Inc.(PA Corp) Delaware subsidiary
               Gabauer Funeral Home, Inc.--------------------------------------------      100%
         SCI Texas Funeral Services, Inc.--------------------------------------------      100%
               Texas Marker, L.P.----------------------------------------------------        1%
               Professional Funeral Traditions, LLC----------------------------------      100%
                     Texas Marker, L.P.----------------------------------------------       99%
               CemCare, Inc. --------------------------------------------------------      100%
         SCI Virginia Funeral Services, Inc. (VA Corp) Delaware subsidiaries
               SCI Loan Services, LLC------------------------------------------------      100%
                     PSI Funding, Inc.-----------------------------------------------      100%
Salvatore Air Transportation Corp.---------------------------------------------------      100%
SCI Aviation, Inc.-------------------------------------------------------------------      100%
SCI Executive Services, Inc.---------------------------------------------------------      100%
SCI Finance Management Inc.----------------------------------------------------------      100%
SCI Financial Services, Inc.---------------------------------------------------------      100%
         Making Everlasting Memories, L.L.C.-----------------------------------------       80%
         Purple Cross Insurance Agency, Inc.-----------------------------------------      100%
         SCI Investment Services, Inc.-----------------------------------------------      100%
SCI International Limited------------------------------------------------------------      100%
         Galahad Investment Corporation----------------------------------------------       20%
         Kenyon International Emergency Services, Inc.-------------------------------      100%
         SCI Financing Corporation---------------------------------------------------      100%
         SCI GP1, LLC----------------------------------------------------------------      100%
         SCI GP2, LLC----------------------------------------------------------------      100%
         Service Corporation International (Canada) Limited (CAN Corp)
         DE subsidiary
               SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------------------       20%
               Centre Funeraire Cote-des-Neiges Inc. (CAN Corp) DE subsidiary
                     SCI Funeral & Cemetery Purchasing Cooperative, Inc.-------------       20%
SCI Special, Inc.--------------------------------------------------------------------      100%
         SCI Administrative Services, LLC--------------------------------------------      100%
               SCI Management L.P.---------------------------------------------------        1%

2

                  Remembrance Memorial Traditions, LLC----------------------------------------      100%
                        SCI Management L.P.---------------------------------------------------       99%
                              International Funeral Services, Inc.----------------------------      100%
                              Dignity Memorial Network, Inc.----------------------------------      100%
                                   SCI Funeral & Cemetery Purchasing Cooperative, Inc.--------       20%
                              SCI Western Operations HQ, Inc. (CA Corp) DE subsidiary
                                   SCI Funeral & Cemetery Purchasing Cooperative, Inc.--------       20%
                              SCI EOps HQ, Inc. (NY Corp)
                                   SCI Eastern Operations HQ Services, L.P. (TX LP) DE
                                     subsidiary
                                       SCI Funeral & Cemetery Purchasing Cooperative, Inc.----       20%

                  SCI Capital Corporation-----------------------------------------------------      100%
                        Investment Capital Corporation (TX Corp) Delaware subsidiary
                              IFC-YP, Inc.----------------------------------------------------      100%

DISTRICT OF COLUMBIA
         SCI Funeral Services, Inc. (Iowa Corp) DC subsidiaries
                  Joseph Gawler's Sons, Inc.--------------------------------------------------      100%
                  Witzke Funeral Homes, Inc.--------------------------------------------------      100%

FLORIDA
         SCI Funeral Services, Inc. (Iowa Corp) Florida subsidiaries
                  SCI Funeral Services of Florida, Inc.---------------------------------------      100%
                        Florida Marker, LLC---------------------------------------------------      100%
                        FM Cemetery, Inc.-----------------------------------------------------      100%
                        Fountainhead Memorial Park, LLC---------------------------------------      100%
                        Lakeview Memorial Gardens, LLC----------------------------------------      100%
                        Memorial Plans, Inc.--------------------------------------------------      100%
                        San Jose Funeral Homes, Inc.------------------------------------------      100%

GEORGIA
         SCI Funeral Services, Inc. (Iowa Corp) Georgia subsidiaries
                  SCI Georgia Funeral Services, Inc. (DE Corp) Georgia subsidiaries
                        SCI Georgia Land, Inc.------------------------------------------------      100%
                        ECI Cemetery Services of Georgia, LLC---------------------------------      100%

HAWAII
         SCI Funeral Services, Inc. (Iowa Corp) Hawaii subsidiaries
                  SCI Hawaii Funeral Services, Inc.-------------------------------------------      100%
                        Hawaiian Memorial Life Plan, Ltd.-------------------------------------      100%

ILLINOIS
         SCI Funeral Services, Inc. (Iowa Corp) Illinois subsidiaries
                  SCI Illinois Services, Inc.-------------------------------------------------      100%
                  Lake View Memorial Gardens, Inc.--------------------------------------------      100%
                        Lake View Funeral Home, Inc.------------------------------------------      100%

IOWA
         SCI Funeral Services, Inc.-----------------------------------------------------------      100%
                  Bunker's Eden Vale, Inc.----------------------------------------------------      100%
                  SCI Iowa Funeral Services, Inc.---------------------------------------------      100%

KANSAS
         SCI Funeral Services, Inc. (Iowa Corp) Kansas subsidiary
                  SCI Kansas Funeral Services, Inc.-------------------------------------------      100%

3

KENTUCKY
         SCI Funeral Services, Inc. (Iowa Corp) Kentucky subsidiary
                  SCI Kentucky Funeral Services, Inc.-----------------------------------------       99%

LOUISIANA
         SCI Funeral Services, Inc. (Iowa Corp) Louisiana subsidiary
                  SCI Louisiana Funeral Services, Inc.----------------------------------------      100%

MAINE
         SCI Funeral Services, Inc. (Iowa Corp) Maine subsidiary
                  SCI Maine Funeral Services, Inc.--------------------------------------------      100%

MARYLAND
         SCI Funeral Services, Inc. (Iowa Corp) Maryland subsidiaries
                  HFH, Inc.-------------------------------------------------------------------      100%
                        Burgee-Henss-Seitz Funeral Home, Inc.---------------------------------      100%
                        Bradley-Ashton-Matthews Funeral Home, Inc.----------------------------      100%
                        Charles S. Zeiler & Son, Inc.-----------------------------------------      100%
                        Danzansky-Goldberg Memorial Chapels, Inc.-----------------------------      100%
                        Edward Sagel Funeral Direction, Inc.----------------------------------      100%
                        Fleck Funeral Home, Inc.----------------------------------------------      100%
                        Gary L. Kaufman Funeral Home at
                              Meadowridge Memorial Park, Inc.---------------------------------      100%
                        Gary L. Kaufman Funeral Home Southwest, Inc.--------------------------      100%
                        Lemmon Funeral Home of Dulaney Valley, Inc.---------------------------      100%
                        Loring Byers Funeral Directors, Inc.----------------------------------      100%
                        Miller-Dippel Funeral Home, Inc.--------------------------------------      100%
                        Moran-Ashton Funeral Home, Inc.---------------------------------------      100%
                        National Cremation Service, Inc.--------------------------------------      100%
                        Sterling-Ashton-Schwab Funeral Home, Inc.-----------------------------      100%
                        Witzke Funeral Home of Catonsville, Inc.------------------------------      100%
                              Witzke, Inc.----------------------------------------------------    55.17%
                  SCI Maryland Funeral Services, Inc.-----------------------------------------      100%
                        George Washington Cemetery Company, LLC-------------------------------      100%

MASSACHUSETTS
         SCI Funeral Services, Inc. (Iowa Corp) Massachusetts subsidiaries
                  Affiliated Family Funeral Service, Inc.-------------------------------------      100%
                        AFFS Boston, Inc.-----------------------------------------------------       40%
                        AFFS North, Inc.------------------------------------------------------       30%
                        AFFS Norwood, Inc.----------------------------------------------------       40%
                        AFFS Quincy, Inc.-----------------------------------------------------       40%
                        AFFS South Coast East, Inc.-------------------------------------------       40%
                        AFFS South Coast West, Inc.-------------------------------------------       10%
                        AFFS West, Inc.-------------------------------------------------------       30%
                        Brunelle Funeral Home, Inc.-------------------------------------------       40%
                        Langone Funeral Home, Inc.--------------------------------------------       40%
                        Messier Funeral Home, Inc.--------------------------------------------       40%
                        Perlman Funeral Home, Inc.--------------------------------------------       40%
                        Pillsbury Funeral Homes, Inc.-----------------------------------------       40%
                        Stanetsky Memorial Chapels, Inc.--------------------------------------       40%
                        Sullivan Funeral Homes, Inc.------------------------------------------       40%
                        ECI-Carr Funeral Home, Inc.-------------------------------------------       49%
                        ECI-Fay McCabe Funeral Home, Inc.-------------------------------------       49%
                        ECI-Henderson Funeral Home, Inc.--------------------------------------       49%
                        ECI-Rapino Memorial Home, Inc.----------------------------------------       49%

4

MICHIGAN
         SCI Funeral Services, Inc. (Iowa Corp) Michigan subsidiary
                  SCI Michigan Funeral Services, Inc.-----------------------------------------      100%

MINNESOTA
         SCI Funeral Services, Inc. (Iowa Corp) Minnesota subsidiaries
                  SCI Minnesota Funeral Services, Inc.----------------------------------------      100%
                        Crystal Lake Cemetery Association-------------------------------------      100%

MISSISSIPPI
         SCI Funeral Services, Inc. (Iowa Corp) Mississippi subsidiaries
                  SCI Mississippi Funeral Services, Inc.--------------------------------------      100%
                        Nowell Funeral Homes, Inc.--------------------------------------------      100%
                              Nowell-Flippin Funeral Home
                                    (MS Partnership)------------------------------------------     7.83%
                        Nowell Funeral Services, Inc. of Kosciusko,
                              Mississippi-----------------------------------------------------      100%
                                    Nowell-Flippin Funeral Home
                                    (MS Partnership)------------------------------------------    15.67%

MISSOURI
         SCI Funeral Services, Inc. (Iowa Corp) Missouri subsidiaries
                  SCI Missouri Funeral Services, Inc.-----------------------------------------      100%
                        Memorial Guardian Plans, Inc.-----------------------------------------      100%

NEBRASKA
         SCI Funeral Services, Inc. (Iowa Corp) Nebraska subsidiary
                  SCI Nebraska Funeral Services, Inc.-----------------------------------------      100%

NEVADA
         SCI Funeral Services, Inc. (Iowa Corp) Nevada subsidiaries
                  SCI Texas Funeral Services, Inc. (DE Corp) Nevada subsidiary
                        SCI Texas Finance Company---------------------------------------------      100%

NEW JERSEY
         SCI Funeral Services, Inc. (Iowa Corp) New Jersey subsidiaries
                  SCI New Jersey Funeral Services, Inc.---------------------------------------      100%
                        Garden State Crematory, Inc.------------------------------------------      100%
                        Wien & Wien, Inc.-----------------------------------------------------      100%

NEW MEXICO
         SCI Funeral Services, Inc. (Iowa Corp) New Mexico subsidiaries
                  SCI New Mexico Funeral Services, Inc.---------------------------------------      100%
                        Southwest Commemorative Services, Inc.--------------------------------      100%

NEW YORK
         SCI Funeral Services, Inc. (Iowa Corp) New York subsidiaries
                  SCI Funeral Services of New York, Inc.--------------------------------------      100%
                        Chas. Peter Nagel Inc.------------------------------------------------      100%
                        I. J. Morris, Inc.----------------------------------------------------      100%
                        Marsellus Casket Company, Inc.----------------------------------------      100%
                        New York Funeral Chapels, Inc.----------------------------------------      100%
                        New York Marker, LLC--------------------------------------------------      100%
                        Thomas M. Quinn & Sons, Inc.------------------------------------------      100%
         SCI Special, Inc. (DE Corp)
                  SCI Administrative Services, LLC (DE LLC)

5

                        SCI Management L.P.-(DE LP) New York subsidiary
                              SCI EOps HQ, Inc.-----------------------------------------------      100%

NORTH CAROLINA
         SCI Funeral Services, Inc. (Iowa Corp) North Carolina subsidiary
                  SCI North Carolina Funeral Services, Inc.-----------------------------------      100%

OHIO
         SCI Funeral Services, Inc. (Iowa Corp) Ohio subsidiaries
                  Green Hills Management, Inc.------------------------------------------------      100%
                  SCI Ohio Funeral Services, Inc.---------------------------------------------      100%
                        The Knollwood Cemetery Company----------------------------------------      100%
                        Sunset Trust Estate---------------------------------------------------      100%

OKLAHOMA
         SCI Funeral Services, Inc. (Iowa Corp) Oklahoma subsidiaries
                  AED, Inc.-------------------------------------------------------------------      100%
                        Memorial Gardens Association------------------------------------------      100%
                        Rose Hill Burial Park, a Trust----------------------------------------       90%
                  SCI Oklahoma Funeral Services, Inc.-----------------------------------------      100%
                        Memorial Park Cemetery of Bartlesville, Oklahoma,
                              A Business Trust------------------------------------------------      100%
                        Rose Hill Memorial Park Trust-----------------------------------------      100%
                        Sunset Memorial Park Cemetery Trust-----------------------------------      100%
                        Memorial Park Association-A Trust-------------------------------------      100%
                        Sunny Lane Cemetery---------------------------------------------------      100%

OREGON
         SCI Funeral Services, Inc. (Iowa Corp) Oregon subsidiaries
                  SCI Oregon Funeral Services, Inc.-------------------------------------------      100%
                        Uniservice Corporation------------------------------------------------      100%

PENNSYLVANIA
         SCI Funeral Services, Inc. (Iowa Corp) Pennsylvania subsidiaries
                  Memorial Guardian Plans, Inc.(DE Corp) Pennsylvania subsidiary
                        Ensure Agency of Pennsylvania, Inc.-----------------------------------      100%
                  SCI Pennsylvania Funeral Services, Inc.-------------------------------------      100%
                        Auman Funeral Home, Inc.----------------------------------------------      100%
                        Ed Melenyzer Co.------------------------------------------------------      100%
                        Funeral Corporation Pennsylvania--------------------------------------      100%
                              Laughlin Funeral Home, Ltd.-------------------------------------      100%
                              Luther M. Kniffen, Inc.-----------------------------------------      100%
                              Rohland Funeral Home--------------------------------------------      100%
                        Harold B. Mulligan Co., Inc.------------------------------------------      100%
                        Stephen R. Haky Funeral Home, Inc.------------------------------------      100%
                        Theo. C. Auman, Inc.--------------------------------------------------      100%
                              Auman's, Inc.---------------------------------------------------      100%
                              Francis F. Seidel, Inc.-----------------------------------------      100%
                              Memorial Services Planning Corporation--------------------------      100%

RHODE ISLAND
         SCI Funeral Services, Inc. (Iowa Corp) Rhode Island subsidiary
                  SCI Rhode Island Funeral Services, Inc.-------------------------------------      100%

SOUTH CAROLINA
         SCI Funeral Services, Inc. (Iowa Corp) South Carolina subsidiary
                  SCI South Carolina Funeral Services, Inc.-----------------------------------      100%

6

TENNESSEE
         SCI Funeral Services, Inc. (Iowa Corp) Tennessee subsidiaries
                  SCI Tennessee Funeral Services, Inc.----------------------------------------      100%
                        Lily of the Valley, Inc.----------------------------------------------      100%
                        Lynnhurst Cemetery, Inc.----------------------------------------------      100%
                        Memphis Memory Gardens, Inc.------------------------------------------      100%

TEXAS
         SCI Funeral Services, Inc. (Iowa Corp) Texas subsidiaries
                  Equity Corporation International of Texas-----------------------------------      100%
                  JPH Properties, Inc.--------------------------------------------------------      100%
                  Professional Funeral Associates, Inc.---------------------------------------      100%
                  SCI Texas Funeral Services, Inc. (DE Corp) Texas subsidiaries
                        FHC Realty, Inc.------------------------------------------------------      100%
                        SCI Holdings of Texas, Inc.-------------------------------------------      100%
                        Texas Marker, L.P.----------------------------------------------------      100%
                        WFG Liquidation Corporation-------------------------------------------      100%
         SCI Special, Inc. (DE Corp)
                  SCI Capital Corporation (DE Corp) Texas subsidiary
                        Investment Capital Corporation----------------------------------------      100%
                  SCI Administrative Services, LLC (DE LLC)
                        SCI Management L.P.-(DE LP)
                              SCI Eastern Operations HQ Services, L.P.------------------------        1%
                              SCI EOps HQ, Inc. (NY Corp)
                                    SCI Eastern Operations HQ Services, L.P.------------------       99%

UTAH
         SCI Funeral Services, Inc. (Iowa Corp) Utah subsidiaries
                  SCI Utah Funeral Services, Inc.---------------------------------------------      100%
                        Wasatch Land and Improvement Company----------------------------------      100%
                        Wasatch Lawn Cemetery Association-------------------------------------      100%

VIRGINIA
         SCI Funeral Services, Inc. (Iowa Corp) Virginia subsidiaries
                  Memorial Guardian Plans, Inc. (Delaware Corp) Virginia subsidiary
                        Sentinel Security Plans, Inc.-----------------------------------------      100%
                  SCI Virginia Funeral Services, Inc.-----------------------------------------      100%

WASHINGTON
         SCI Funeral Services, Inc. (Iowa Corp) Washington subsidiary
                  SCI Washington Funeral Services, Inc.---------------------------------------      100%

WEST VIRGINIA
         SCI Funeral Services, Inc. (Iowa Corp) West Virginia subsidiaries
                  SCI West Virginia Funeral Services, Inc.------------------------------------      100%
                        Rosedale Cemetery Company---------------------------------------------      100%
                        Rosedale Funeral Chapel, Inc.-----------------------------------------      100%

WISCONSIN
         SCI Funeral Services, Inc. (Iowa Corp) Wisconsin subsidiary
                  SCI Wisconsin Funeral Services, Inc.----------------------------------------      100%

7

CANADA
         SCI International Limited (Delaware Corp.) Canada subsidiaries
              Service Corporation International (Canada)Limited-------------------------------      100%
                  Can Ensure Group, Inc.-(Federal)--------------------------------------------      100%
                  Centre Funeraire Cote-des-Neiges Inc.-(Quebec)------------------------------      100%
                  CFCDN Holdings Inc.-(Quebec)------------------------------------------------      100%
              611102 Saskatchewan Ltd.--------------------------------------------------------      100%
              3056269 Nova Scotia Company-----------------------------------------------------      100%
                  Service Corporation International Canada Funding Limited
                        Partnership-----------------------------------------------------------        1%
              3056271 Nova Scotia Company-----------------------------------------------------      100%
                  Service Corporation International Canada Funding Limited
                        Partnership-----------------------------------------------------------       99%
              Simmons & McBride Ltd. (Dormant)------------------------------------------------      100%
              3052761 Canada Inc. (Dormant)---------------------------------------------------      100%

ARGENTINA
         SCI International Limited (Delaware Corp.) Argentina subsidiaries
              SCI Latin America Ltd. (Cayman Island Corp.) Argentina subsidiaries
                  ***Jardin del Pilar SRL-----------------------------------------------------      100%

*** 1 share of stock is owned by SCI Cayman II Ltd and 1 share of stock is owned
by Service Corporation International

AUSTRALIA
         SCI International Limited (Delaware Corp.) Australia subsidiary
              SCIA Holdings Pty. Limited------------------------------------------------------       20%

BELGIUM
         SCI International Limited (Delaware Corp.) Belgium subsidiaries
                     Camilla Belgium N.V.-----------------------------------------------------      100%
                     Diana Belgium N.V.-------------------------------------------------------      100%

BRAZIL
         SCI International Limited (Delaware Corp.) Brazil subsidiary
                     SCI Latin America Ltd. (Cayman Co.)--------------------------------------      100%
                           Service Corporation International Brazil Limitada------------------      100%

CAYMAN ISLANDS
         SCI International Limited (Delaware Corp.) Cayman Island subsidiaries
               SCI Latin America Ltd----------------------------------------------------------      100%
                     SCI Cayman II Ltd.-------------------------------------------------------      100%

CHILE
         SCI International Limited (Delaware Corp.) Chile subsidiaries
               SCI Latin America Ltd. (Cayman Island Corp.) Chile subsidiaries
                     Service Corporation International Chile Limitada-------------------------      100%
                           Administradora Los Parques SA--------------------------------------       57%
                           Inversiones Austral SA---------------------------------------------      100%
                                 Administradora Los Parques SA--------------------------------       43%
                           Los Parques SA-----------------------------------------------------      100%
                                 Administradora Funeraria Ltda.-------------------------------       51%
                                 Cinerario Ltda.----------------------------------------------       49%

FRANCE
         SCI International Limited (Delaware Corp.) French subsidiaries
               SPFGF--------------------------------------------------------------------------      100%
               Service Corporation International-Europe Continentale--------------------------      100%

8

                                 R.L.C--------------------------------------------------------      100%
                                       OGF----------------------------------------------------      100%
                                             GNEPF SAS----------------------------------------      100%
                                             Avenir Funeraire Conseil-------------------------      100%
                                             S.A Constructions Cedroni Freres-----------------    99.33%
                                             CGPF---------------------------------------------    97.81%
                                             Groupement Funeraire du Pere
                                                Lachaise--------------------------------------    64.24%
                                             Societe Europeenne De Prevoyance et
                                                 D'Assistance---------------------------------    99.20%
                                                   France Funeraire Service-------------------      100%
                                             Societe Monegasque De Thanatologie---------------    98.79%
                                             Ste De Transports Thanatologiques
                                                 A. Walter------------------------------------    57.67%
                                             CGSM---------------------------------------------    99.91%
                                             Le CAF-------------------------------------------    52.87%
                                             PFSE Tunisie-------------------------------------    94.00%

GERMANY
         SCI International Limited (Delaware Corp.) German subsidiaries
               SCI D GmbH---------------------------------------------------------------------      100%
                     Norddeutsche Bestattungsgesellschaft mbH---------------------------------      100%
                     Bestattungsinstitut Barbel Brand GmbH------------------------------------      100%
                     Breidenstein Bestattungen GmbH-------------------------------------------      100%
                     Thomas Amm GmbH----------------------------------------------------------      100%

LUXEMBOURG
         SCI International Limited (Delaware Corp.) Luxembourg subsidiary
              SCI Luxembourg SARL-------------------------------------------------------------       93%
         Galahad Investment Corporation (Delaware Corp.) Luxembourg subsidiary
              SCI Luxembourg SARL-------------------------------------------------------------        7%

MALAYSIA
         SCI International Limited (Delaware Corp.) Malaysian subsidiaries
              Enlightened Transition Sdn Bhd--------------------------------------------------      100%

PORTUGAL
         SCI International Limited (Delaware Corp.) Portugal subsidiaries
              SCI Portugal, S.A.--------------------------------------------------------------       15%

SINGAPORE
         SCI International Limited (Delaware Corp.) Singapore subsidiaries
         Singapore Casket Company PLC---------------------------------------------------------    67.57%
                          Casket Palace Company PLC-------------------------------------------      100%

SPAIN
         SCI International Limited (Delaware Corp.) Spain subsidiaries
              Service Corporation International Spain-----------------------------------------       15%

SWITZERLAND
         SCI International Limited (Delaware Corp.) Swiss subsidiaries
              Service Corporation International-Europe Continentale (French Corp.)
              Swiss subsidiaries
                          R.L.C. (French Corp.) Swiss subsidiaries
                                OGF (French Corp.) Swiss subsidiaries
                                      Osefi Holdings SA---------------------------------------       99%

9

                                           Financiere Du Maupas SA----------------------------       95%

UNITED KINGDOM
         SCI International Limited (Delaware Corp.) United Kingdom subsidiaries
                   Dignity Limited------------------------------------------------------------       20%

URUGUAY
         SCI International Limited (Delaware Corp.) Uruguay subsidiaries
             SCI Latin America Ltd. (Cayman Island Corp.) Uruguay subsidiaries
                   Berley SA------------------------------------------------------------------      100%
                   Coral TreBol---------------------------------------------------------------    88.70%
                   Pidanol SA-----------------------------------------------------------------    91.17%
                   Rensolar SA----------------------------------------------------------------    91.17%
                   Vigar SA-------------------------------------------------------------------      100%

10

EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-65711), Form S-4 (No. 333-01857) and Form S-8 (Nos. 333-67800, 333-50084, 333-33101, 333-00177, 333-00179, 33-9790, 333-68683, 333-82475, 333-70983, 33-50987 and 333-91046) of Service Corporation International of our report dated March 14, 2003, relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP
Houston, Texas
March 14, 2003


EXHIBIT 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ R. L. Waltrip
-----------------------------------
R. L. WALTRIP


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

   /s/ Jeffrey E. Curtiss
---------------------------------
JEFFREY E. CURTISS


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorney and agent with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

      /s/ Eric D. Tanzberger
-------------------------------
ERIC D. TANZBERGER


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ Anthony L. Coelho
-----------------------------------
ANTHONY L. COELHO


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

        /s/ Jack Finkelstein
----------------------------------
JACK FINKELSTEIN


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

    /s/ A. J. Foyt, Jr.
----------------------------------
A. J. FOYT, JR.


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

    /s/ James H. Greer
--------------------------------
JAMES H. GREER


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ B. D. Hunter
--------------------------------
B. D. HUNTER


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ Victor L. Lund
--------------------------------
VICTOR L. LUND


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

      /s/ John W. Mecom, Jr.
--------------------------------
JOHN W. MECOM, JR.


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

   /s/ Clifton H. Morris, Jr.
--------------------------------
CLIFTON H. MORRIS, JR.


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ E. H. Thornton, Jr.
-------------------------------
E. H. THORNTON, JR.


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

     /s/ W. Blair Waltrip
--------------------------------
W. BLAIR WALTRIP


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Jeffrey E. Curtiss and James M. Shelger his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2002 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 12th day of February, 2003.

    /s/ Edward E. Williams
--------------------------------
EDWARD E. WILLIAMS


EXHIBIT 99.12

ARBITRATION BEFORE THE
AMERICAN ARBITRATION ASSOCIATION
HOUSTON, TEXAS

                                     )     Case No. 70 Y 16800717 02
                                     )
JAMES P. HUNTER, III and             )
JAMES P. HUNTER, III FAMILY          )
PARTNERSHIP, LTD.,                   )
                         Claimants   )     FIRST AMENDED
                                     )     DEMAND FOR ARBITRATION
vs.                                  )     AND COMPLAINT FOR
                                     )     DAMAGES
SERVICE CORPORATION INTERNATIONAL,   )
ROBERT L. WALTRIP,                   )
L. WILLIAM HEILIGBRODT, and          )
GEORGE R. CHAMPAGNE,                 )
                                     )
                      Respondents    )

Claimants James P. Hunter, III and James P. Hunter, III Family Partnership, Ltd., submit the following controversy for arbitration before the American Arbitration Association against Respondents Service Corporation International, Robert L. Waltrip, L. William Heiligbrodt, and George K. Champagne, and allege as follows:

I.

NATURE OF ACTION

1. Claimants sue for fraud and misrepresentation under Texas statutory and common law. Claimants gave up shares and stock options in Equity Corporation International (Equity) and acquired the shares of Service Corporation International (SCI) in the stock-for-stock merger of Equity into SCI (the Merger) on January 19, 1999. Jim Hunter also surrendered his positions as Chairman, CEO, and President of Equity and accepted instead a position as an employee and officer of SCI. As the top executive officer of Equity and its chairman, as well as one of Equity's largest shareholders, Jim Hunter's consent to the Merger was essential to its consummation. To persuade


Jim Hunter to consent to the Merger and to accept employment by SCI, respondents hid knowledge they had and were under a duty to disclose concerning SCI's poor financial performance in the quarter ending December 31, 1998. In so doing, respondents misrepresented and concealed material information that, had it been disclosed, would have resulted in termination of the transaction.

II.

JURISDICTION AND VENUE

2. The claims asserted herein arise under the Texas Securities Act, Tex. Rev. Civ. Stat. art. 581-33, Tex. Bus. & Comm. Code Section 27.01, and the Texas common law of fraud, negligent misrepresentation, and conspiracy.

3. Claimants filed suit on these claims in state court in Angelina County, Texas, in November 1999. Respondents demanded that these claims be arbitrated pursuant to Section 10.6 of an Agreement and Plan of Merger by and among Service Corporation International, SCI Delaware Funeral Services, Inc., and Equity Corporation International (the Merger Agreement). The arbitration provisions of the Merger Agreement are attached as Exhibit A.

4. Paragraph 10.6(b) of the Merger Agreement provides that the arbitration shall be conducted in Houston, Texas, pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as modified by the provisions of the Merger Agreement or the mutual agreement of the parties.

III.

APPOINTMENT OF CLAIMANTS' ARBITRATOR

5. Claimants appoint the Honorable Robert M. Parker as their arbitrator. Judge Parker's mailing address is 100 East Ferguson, Suite 1114, Tyler, Texas 75702.

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IV.

PARTIES

6. Claimant Jim Hunter is a resident of Lufkin, Texas. Jim Hunter was the Chairman of the Board, President, and Chief Executive Officer of Equity from the time of its spin-off in 1990 from SCI until the Merger. Jim Hunter built Equity into the fourth largest publicly-traded provider of deathcare services and products in the United States, and increased annual revenues from $18 million in 1990 to an estimated $206 million in 1998.

7. Respondent SCI is a corporation organized under the laws of the State of Texas with its principal executive offices located at 1929 Allen Parkway, Houston, Texas. Respondent SCI is represented in this dispute by J. Clifford Gunter, III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI.

8. Respondent Robert L. Waltrip (Waltrip) is the Chief Executive Officer and Chairman of the Board of SCI. Waltrip resides in Houston, Texas. Respondent Waltrip is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI.

9. Respondent L. William Heiligbrodt (Heiligbrodt) was the President and Chief Operating Officer of SCI front before the time he contacted Hunter on July 22,1998, to ask Hunter to consider the Merger, until February 11, 1999. Respondent Heiligbrodt is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI.

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10. George R. Champagne (Champagne) was the Executive Vice President and Chief Financial Officer of SCI since before July 22, 1998, until after the Merger was consummated. Respondent Champagne is represented in this dispute by J. Clifford Gunter III, Bracewell & Patterson, L.L.P., 711 Louisiana Street, Suite 2900, Houston, Texas 77002. Mr. Gunter has agreed and is authorized to accept service of this arbitration demand on behalf of respondent SCI.

V.

FACTS

NEGOTIATION AND CLOSING OF THE MERGER AGREEMENT

11. On July 22, 1998, respondents Heiligbrodt and Waltrip contacted Jim Hunter to ask him whether Equity would be interested in being acquired by SCI.

12. Jim Hunter thought that SCI could be an attractive merger prospect for Equity in the summer of 1998. Accordingly, after defendants Heiligbrodt and Waltrip contacted Jim Hunter on July 22, 1998, Jim Hunter decided to consider a merger with SCI.

13. On July 27,1998, Heiligbrodt met with Jim Hunter. At the meeting, Heiligbrodt delivered a letter signed by defendant Waltrip urging Jim Hunter to enter into formal merger negotiations.

14. Following the July 27, 1998 meeting, Equity formally retained ABN AMRO as its financial advisor. SCI hired J. P. Morgan & Co. (Morgan).

15. SCI and Equity executed the Merger Agreement on August 6, 1998.

16. In connection with the Merger, Jim Hunter agreed to an employment agreement with SCI and its subsidiary to serve as SCI's Executive Vice President for at least three years. The employment agreement provided for a salary, discretionary bonuses, and other compensation to Jim Hunter.

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17. In the Merger Agreement, SCI represented that at the closing date of the Merger, there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition (sections 4.7 and 10.10(g)), and promised that SCI would promptly notify Equity if it learned of any such development (section 7.9). Equity had the right to terminate the Merger Agreement in the event of any such development (sections 8.2(a) and 9.1
(a)(i)). Claimants relied on SCI's representations and promises, and understood that SCI had a duty to disclose any such adverse development to Equity, and therefore to Jim Hunter, Equity's CEO.

18. The Merger Agreement was incorporated by reference in and attached to a November 20, 1998 Prospectus and Proxy Statement (the Prospectus) that was transmitted to Claimants. The Prospectus explicitly stated that shareholders should rely on the information contained in and incorporated by reference in the Prospectus.

19. In December 1998, the Merger Agreement was amended to lower the exchange ratio for the Merger, reflecting the rising price of SCI stock. On December 12, 1998, SCI amended the Prospectus to disclose the lower exchange ratio. In accordance with the renegotiated exchange ratio, Claimants received when the Merger closed 0.71053 shares of SCI stock for each of their shares of Equity stock, and Jim Hunter exchanged his Equity stock options for SCI stock options on the same exchange ratio.

20. The Merger closed on January 19, 1999. Through January 19, 1999, SCI did not disclose to Equity or Claimants any development that could reasonably be anticipated to be adverse to SCI's business or financial condition. Claimants reasonably believed that there had been no such adverse development up to and including January 19,1999, because they knew that SCI was required to disclose any such development to Equity, and SCI had not done so.

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SCI DISCLOSES ITS POOR RESULTS

21. Within seven days of the Merger, however, SCI publicly announced on January 26, 1999 that it had substantially missed both its fourth quarter and its annual earnings estimates.

22. SCI's failure to meet its earnings estimates was material information to Claimants. If Jim Hunter had known that SCI anticipated missing or had missed its earnings estimates before the Merger closed on January 19, 1999, Jim Hunter would have caused Equity to terminate the Merger Agreement. SCI's failure to meet its earnings estimates was a development that could reasonably be anticipated to be adverse to SCI's business or financial condition and SCI did in fact anticipate that it would be adverse to SCI's business and financial condition. SCI knew that the earnings information would come as a tremendous shock to the investment community and would cause an immediate and drastic drop in the price of SCI's shares.

JIM HUNTER DISCOVERS THE FRAUD AND IS TOLD TO RESIGN

23. After SCI publicly announced its failure to meet its earning estimates on January 26, 1999, SCI's CFO, respondent George Champagne, acknowledged to Jim Hunter that SCI had known before the Merger closed that SCI would substantially miss its earnings estimates.

24. In addition, after the January 26, 1999 announcement, an employee of SCI's auditor, PricewaterhouseCoopers told Jim Hunter that PricewaterhouseCoopers knew before the Merger closed that SCI would substantially miss its earnings estimates, and that this information was memorialized in a memorandum that had been sent to SCI.

25. In late February or early March, 1999, Jim Hunter was asked to attend a meeting in which counsel for SCI asked for Jim Hunter's reaction to the statement that "our investigation has shown that senior management of SCI had no knowledge of the impending earnings shortfall." Jim Hunter responded that the statement was ludicrous.

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26. Two days later, defendant Waltrip advised Jim Hunter that there was no longer any place for him in the SCI organization. Accordingly, Jim Hunter resigned as an officer of SCI and entered into an amendment of his employment agreement with SCI. Pursuant to the amendment, the term of the employment agreement was limited, Jim Hunter's duties were restricted, and Jim Hunter's eligibility to earn bonus payments was constrained.

CAUSES OF ACTION

COUNT I

TEXAS SECURITIES ACT, ART. 581-33

27. Claimants repeat and reallege each allegation contained above.

28. Claimants bring this Count under the Texas Securities Act, Art. 58l-33A, B, and C.

29. SCI offered to buy from claimants their Equity shares, and to sell to claimants SCI shares, by means of an untrue statement of a material fact, and by an omission to state a state a material fact necessary to make the statements made, in the light of the circumstances under which they were made, not misleading.

30. SCI was the issuer for the SCI shares sold to claimants via the Merger. SCI disseminated a prospectus for the Merger exchange shares registered under 15 U.S.C. Section 77f. The prospectus contained an untrue statement of material fact, and omissions of material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

31. Claimants had no knowledge of the misrepresentations or omissions at the time of the Merger when they sold their Equity shares and purchased SCI shares.

32. Each of the respondents had knowledge of the misrepresentations and omissions or in the exercise of reasonable care would have known of the untruths or omissions.

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33. Each of the individual respondents was a control person of SCI for purposes of art. 581-33 F and so is liable jointly and severally with SCI for SCI's violations of art. 581-33 A, B and C.

34. Pursuant to art. 581-33 D, claimants hereby tender their SCI shares and options and seeks recovery of the value of the Equity shares and options they surrendered upon the Merger, with any offsets as provided under the statute.

35. Claimants also seek costs and reasonable attorney's fees.

COUNT II

TEXAS BUSINESS & COMMERCE CODE SECTION 27.01

36. Claimants repeat and reallege each allegation contained above.

37. Claimants bring this Count for fraud in a transaction involving stock in a corporation under Tex. Bus. & Comm. Code Section 27.01.

38. Respondents misrepresented that there had been no development that could reasonably be anticipated to be adverse to SCI's business or financial condition through the date the Merger was consummated.

39. Respondents made the material misrepresentations with the intent to induce Jim Hunter to refrain from terminating the Merger Agreement and to cause Equity to consummate the Merger after the shareholder approval.

40. Claimants relied on the material misrepresentations.

41. Claimants had no knowledge of the falsity of respondents' material misrepresentations.

42. As persons who made material false representations to claimants in violation of Section 27.01(a), SCI and the individual respondents are liable to claimants for actual damages under

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Section 27.01(b). Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI.

43. Because respondents had actual awareness of the falsity of their material misrepresentations, they are liable to claimants for exemplary damages under Section 27.01(c).

44. Respondents are liable to claimants under Section 27.01(e) for reasonable and necessary attorney's fees, expert witness fees, costs for copies of depositions, and costs of court.

COUNT III

COMMON LAW FRAUD

45. Claimants repeat and reallege each allegation contained above.

46. Respondents made the material misrepresentations described above. In addition, respondents had a duty to disclose the information concerning SCI's poor results, but failed to do so. As soon as SCI learned of the possibility that it would miss its earnings target, SCI had a duty to inform Equity, and therefore Hunter, and the failure to do so constituted a material omission and a continuing misrepresentation that it had not suffered any adverse development.

47. Respondents knew that the misrepresentations were false when made or made such material misrepresentations recklessly and without any knowledge of their truth, and knew that the omissions failed to correct prior representations that were false.

48. Respondents intended that claimants rely on the material misrepresentations.

49. Claimants did rely on respondents' material misrepresentations.

50. As result of the respondents' fraud, claimants suffered injury. Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI. Respondents are liable to claimants for actual damages.

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51. Respondents willfully and intentionally defrauded claimants and so are liable to them for exemplary damages.

COUNT IV

NEGLIGENT MISREPRESENTATION

52. Claimants repeat and reallege each allegation contained above.

53. Respondents provided false information to Hunter in the course of their business or in a transaction in which they had a pecuniary interest.

54. Respondents provided the false information for the guidance of claimants in claimants' business.

55. Respondents did not exercise reasonable care or competence in obtaining or communicating the information to claimants.

56. As a result of respondents' negligent misrepresentations, claimants suffered damages. Claimants' actual damages include their loss on the value of their Equity stock and options as well as Jim Hunter's diminished compensation as an employee of SCI.

WHEREFORE, claimants pray for relief and judgment, as follows:

o Compensatory damages against all respondents, jointly and severally;

o Exemplary damages against all respondents;

o Interest on damages in accordance with law;

o Claimants' reasonable and necessary costs (including reasonable and necessary attorney's fees);

o Expert witness fees;

o Costs of copies of depositions; and

o Such other and further relief as the arbitration panel may deem just and prosper.

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DATED: 1/24/03                               Respectfully submitted,
       -------

                                             SUSMAN GODFREY L.L.P.


                                        By:  /s/ MARK L.D. WAWRO
                                             ---------------------------------

                                             Mark L.D. Wawro
                                             State Bar No. 20988275
                                             Harry P. Susman
                                             State Bar No. 24008875
                                             1000 Louisiana Street, Suite 5100
                                             Houston, Texas 77002
                                             Telephone: (713) 651-9366
                                             Fax: (713) 654-6666

                                             Attorneys for Claimants

OF COUNSEL:

George Chandler
Law Offices of George Chandler
207 East Frank Street #105
Lufkin, Texas 75902
Telephone: (936) 632-7778
Fax: (936) 632-1304

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EXHIBIT 99.14

EXECUTION COPY

AMENDMENT NO. 1 dated as of December 6, 2002 (this "Amendment") to the Credit Agreement dated as of July 24, 2002 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among SERVICE CORPORATION INTERNATIONAL, a Texas corporation (the "Borrower"), the financial institutions from time to time party thereto (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent") and as Collateral Agent for the Lenders, BANK OF AMERICA, N.A., as Syndication Agent for the Lenders, and CREDIT LYONNAIS NEW YORK
BRANCH, LEHMAN COMMERCIAL PAPER INC. and MERRILL
LYNCH CAPITAL CORPORATION, as Co- Documentation Agents for the Lenders.

WHEREAS, the Borrower has requested that the Lenders amend certain provisions of the Credit Agreement; and

WHEREAS, the undersigned Lenders are willing to agree to such amendments, on the terms, subject to the conditions and to the extent set forth herein;

NOW, THEREFORE, in consideration of the above premises, the agreements, provisions and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

SECTION 1. Definitions; References. Unless otherwise specifically defined herein, each capitalized term used herein but not defined herein which is defined in the Credit Agreement shall have the meaning assigned to such term in the Credit Agreement.

SECTION 2. Amendment of Credit Agreement. Pursuant to Section 9.02 of the Credit Agreement, effective as of the Effective Date (as defined in
Section 4 hereof), the Credit Agreement is hereby amended as follows:

(a) Amendment of Section 6.02. Section 6.02 of the Credit Agreement is amended by deleting the word "and" at the end of clause
(f) thereof, replacing the period at the end of clause (g) thereof with "; and" and inserting a new clause (h) as follows:

"(h) the Lien granted by SCI International Limited on the (pound) 14,823,529 unsecured fixed rate note of Dignity Holdings Limited ("Dignity") dated


2

February 11, 2002 to the collateral agent under the Credit Agreement dated on or about December 20, 2002, among Dignity, the lenders party thereto and J.P. Morgan Europe Limited, as administrative agent and collateral agent for the lenders thereunder."

(b) Amendment of Section 6.05. Section 6.05 of the Credit Agreement is amended by deleting the word "and" at the end of clause
(l) thereof, replacing the period at the end of clause (m) thereof with "; and" and inserting a new clause (n) as follows:

"(n) the Guarantee by OGF Societe Anonyme of obligations of Courtage d'Assurance Funeraire Societe Anonyme pertaining to certain previously issued capitalization bonds of Auxia, Societe Anonyme; provided, however, that the amount of obligations guaranteed by OGF Societe Anonyme pursuant to this clause (n) shall not exceed (euro) 15,000,000 in the aggregate."

SECTION 3. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents to each of the Lenders and the Administrative Agent that, as of the Effective Date:

(a) after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documents are true and correct with the same effect as if made on the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date;

(b) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement; and

(c) this Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation the Borrower, enforceable against it in accordance with its terms.

SECTION 4. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Effective Date") upon which each of the following conditions is satisfied:

(a) The Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and the Required Lenders.


3

(b) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming that
(i) the representations and warranties of the Loan Parties set forth in the Credit Agreement, as amended by this Amendment, and the other Loan Documents are true and correct as of the Effective Date, except for representations and warranties that expressly relate to an earlier date, which representations and warranties were true and correct as of such earlier date, (ii) each Loan Party is in compliance with all the terms and provisions set forth in the Credit Agreement, as amended by this Amendment, and each other Loan Document on its part to be observed or performed and (iii) after giving effect to this Amendment on the Effective Date, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement.

(c) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under the Loan Documents.

SECTION 5. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby. This Amendment shall constitute a "Loan Document" for all purposes under the Credit Agreement and each other Loan Document.

SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 7. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original but all of which when taken together shall


4

constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 8. Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.

SECTION 9. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first written above.

SERVICE CORPORATION
INTERNATIONAL,

by:

Name:


Title:

JPMORGAN CHASE BANK,
individually and as Administrative Agent,

by:

Name:


Title:

BANK OF AMERICA, N.A.,

by:

Name:


Title:

CREDIT LYONNAIS NEW YORK
BRANCH,

by:

Name:


Title:


6

LEHMAN COMMERCIAL PAPER INC.,

by:

Name:


Title:

MERRILL LYNCH CAPITAL,
CORPORATION,

by:

Name:


Title:


EXHIBIT 99.15

Certification of Periodic Financial Reports

I, Robert L. Waltrip, of Service Corporation International, certify, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.

Dated:  March 17, 2003



                                                  /s/ Robert L. Waltrip
                                                  ------------------------------
                                                  Robert L. Waltrip
                                                  Chairman of the Board and
                                                  Chief Executive Officer


EXHIBIT 99.16

Certification of Periodic Financial Reports

I, Jeffrey E. Curtiss, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report on Form 10-K for the period ended December 31, 2002 (the "Report") which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.

Dated:  March 17, 2003



                                                   /s/ Jeffrey E. Curtiss
                                                   -----------------------------
                                                   Jeffrey E. Curtiss
                                                   Senior Vice President
                                                   Chief Financial Officer and
                                                   Treasurer

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