<PAGE> 1
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.
<PAGE> 2
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.