SERVICE CORPORATION INTERNATIONAL
424B5, 1994-06-06
PERSONAL SERVICES
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                                                                  For SEC Filing
                                                                  Purposes Only:
                                                                  Rule 424(b)(5)
                                                              File No. 33-54996


             Prospectus Supplement to Prospectus Dated December 11, 1992


                          SERVICE CORPORATION INTERNATIONAL


                Terms of 5% Convertible Debentures, Series I due 2004


          Title:                   5% Convertible Debentures, Series I, due
                                   2004 (the "Debentures").

          Principal Amount:        $2,299,000 in aggregate principal amount
                                   of the  Debentures will be  issued as  a
                                   portion   of   the   consideration   for
                                   substantially  all  of  the   assets  of
                                   Mortuary in Westminster Memorial Park.

          Conversion Price:        $31.16 per share, subject to adjustment.

          Conversion Date:         On or after June 10, 1995.

          Maturity Date:           June 9, 2004.

          Interest Rate:           5% per annum accruing from June 9, 1994.

          Federal Tax Matters:     The applicable federal rate on long-term
                                   indebtedness  for June  1994, compounded
                                   quarterly,  is  7.31%  for  purposes  of
                                   determining the  original issue discount
                                   applicable to the Debentures for federal
                                   income tax purposes.  The original issue
                                   discount per $1,000 principal  amount of
                                   the Debentures is $162.98.


                                   The Date of  this Supplement is  June 6,
                                   1994.



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                                                                  For SEC Filing
                                                                  Purposes Only:
                                                                  Rule 424(b)(5)
                                                              File No. 33-54996


             Prospectus Supplement to Prospectus Dated December 11, 1992


                          SERVICE CORPORATION INTERNATIONAL


                Terms of 4% Convertible Debentures, Series J due 1995


          Title:                   4% Convertible Debentures, Series J, due
                                   1995 (the "Debentures").

          Principal Amount:        $2,078,000 in aggregate principal amount
                                   of the  Debentures will  be issued as  a
                                   portion   of   the   consideration   for
                                   substantially  all  of  the   assets  of
                                   Mortuary in Westminster Memorial Park.

          Conversion Price:        $26.17 per share, subject to adjustment.

          Conversion Date:         On or after June 10, 1995.

          Maturity Date:           July 9, 1995.

          Interest Rate:           4% per annum accruing from June 9, 1994.

          Federal Tax Matters:     The  applicable  federal rate  on short-
                                   term   indebtedness   for   June   1994,
                                   compounded   quarterly,  is   5.44%  for
                                   purposes  of  determining  the  original
                                   issue   discount   applicable   to   the
                                   Debentures   for   federal  income   tax
                                   purposes.  The  original issue  discount
                                   per  $1,000  principal  amount   of  the
                                   Debentures is $14.91.


                                   The Date  of this Supplement  is June 6,
                                   1994.


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