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For SEC Filing
Purposes Only:
Rule 424(b)(5)
File No. 33-54996
Prospectus Supplement to Prospectus Dated November 2, 1995
SERVICE CORPORATION INTERNATIONAL
Terms of 5-1/2% Convertible Debentures, Series O due 2005
Title: 5-1/2% Convertible Debentures, Series O, due
2005 (the "Debentures").
Principal Amount: $800,000 in aggregate principal amount of the
Debentures will be issued as consideration
for the outstanding capital stock of Lawn
Haven Memorial Gardens, Inc.
Conversion Price: $48.81 per share, subject to adjustment.
Conversion Date: On or after November 17, 1996.
Maturity Date: November 16, 2005.
Interest Rate: 5-1/2% per annum accruing from November 16, 1995.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for November 1995, compounded quarterly, is 6.40% 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 $66.21.
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 Supplement is November 13, 1995.
