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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 N due 2005
Title: 5% Convertible Debentures, Series N, due 2005 (the
"Debentures").
Principal Amount: $500,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for certain funeral business assets of
Green Acres Mortuaries & Cemeteries, Inc.
Conversion Price: $34.74 per share, subject to adjustment.
Conversion Date: On or after February 1, 1996.
Maturity Date: January 31, 2005.
Interest Rate: 5% per annum accruing from January 31, 1995.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for January 1995, compounded quarterly, is 7.93% 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 $200.66.
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 January 26, 1995.
