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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 5-1/4% Convertible Debentures, Series P, due 2006
Title: 5-1/4% Convertible Debentures, Series P, due
2006 (the "Debentures").
Principal Amount: $3,500,000 in aggregate principal amount of
the Debentures will be issued as
consideration for the assets of Lloyd Mandel
Levayah Funerals, P.C.
Conversion Price: $40.70 per share, subject to adjustment.
Conversion Date: On or after January 4, 1997.
Maturity Date: January 3, 2006.
Interest Rate: 5-1/4% per annum accruing from January 3,
1996.
Federal Tax Matters: The applicable federal rate on long-term
indebtedness for January 1996, compounded
quarterly, will be used for purposes of
determining the original issue discount
applicable to the Debentures for federal
income tax purposes. At the date hereof,
such applicable federal rate for January 1996
is not available and, when it becomes
available, such rate and the original
issue discount may be more or less than the
amounts set forth hereinbelow with respect to
December 1995. The applicable federal rate
for December 1995 is 6.21% and, based on such
rate, the original issue discount per $1,000
principal amount of the Debentures would be
$71.20.
The Date of this Supplement is December 28,
1995.
