SERVICE CORP INTERNATIONAL — Director's Dealing 2012

Jul 31, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SERVICE CORPORATION INTERNATIONAL (SCI)
CIK: 0000089089
Period of Report: 2012-07-30

Reporting Person: WALTRIP R L (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-30	Common Stock	M	150200	$6.90	Acquired	1064995	Direct
2012-07-30	Common Stock	S	150200	$12.7095	Disposed	914795	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-30	Employee Stock Option (right to buy)	$6.90	M	150200	Disposed	2013-02-08	Common Stock (150200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	470133	Indirect
Common Stock	367150	Indirect
Common Stock	101234	Indirect
Common Stock	46741	Indirect

Footnotes

F1: The shares were sold in multiple transactions ranging from $12.70 to $12.76 per share. The $12.7095 sale price reportd above is the weighted average sales price. The reporting person undertakes to provide upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares sold at each separate price.

F2: The indicated shares are held in trusts under will of Wanda A. McGee.

F3: Beneficial ownership of the indicated shares is disclaimed.

F4: The indicated shares are held by three Wanda A. McGee 1972 Trusts.

F5: The indicated shares are held by the Robert L. Waltrip Family Trusts.