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For SEC Filing
Purposes Only:
Rule 424(b)(5)
File No. 33-54996
Amended Prospectus Supplement to Prospectus Dated December 11, 1992
SERVICE CORPORATION INTERNATIONAL
Terms of 5-1/2% Convertible Debentures, Series M due 2005
Title: 5-1/2% Convertible Debentures, Series M, due 2005
(the "Debentures").
Principal Amount: $2,500,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for the outstanding capital stock of
Berkowitz-Kumin-Bookatz, Inc.
Conversion Price: $43.31 per share, subject to adjustment.
Conversion Date: On or after September 13, 1996.
Maturity Date: September 12, 2005.
Interest Rate: 5-1/2% per annum accruing from September 12, 1995.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for September 1995, compounded quarterly, is 6.73%
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 $89.10.
Other Matters: Payments of principal and interest on the Debentures
are subject to the Company's rights of set-off as
provided in the agreement governing the acquisition.
The Date of this Amended Supplement is September 7, 1995.
