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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Equity Corporation International
(Name of Issuer)
Common Stock, par value $.01 per share, including preferred
share purchase rights associated with the Common Stock
(Title of Class of Securities)
294644 10 9
__________________________________
(CUSIP Number)
James M. Shelger, Service Corporation International,
1929 Allen Parkway, Houston, Texas 77019
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 13, 1996
__________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the
statement / /. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 2 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investment Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Texas
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 3 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Capital Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 4 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SCI Special, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
SCHEDULE 13D
CUSIP NO. 294644 10 9 PAGE 5 OF 11 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Service Corporation International
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America, State of Delaware
7 SOLE VOTING POWER
NUMBER OF 7,535,246
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
459,501
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 7,535,246
PERSON
10 SHARED DISPOSITIVE POWER
WITH
459,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,994,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
41.6%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE
ATTESTATION.<PAGE>
ITEM 1. SECURITY AND ISSUER
The Schedule 13D (together with Amendments No. 1 and
2 thereto, the "Schedule 13D") filed with the United States
Securities and Exchange Commission by Investment Capital Corpo-
ration ("ICC"), SCI Capital Corporation ("SCI Capital"), SCI
Special, Inc. ("SCI Special") and Service Corporation Interna-
tional ("SCI") with respect to the common stock, par value $.01
per share, including preferred share purchase rights associated
with the common stock (the "Common Stock"), of Equity Corpora-
tion International, a Delaware corporation (the "Issuer") is
hereby amended to furnish the information set forth herein.
All capitalized terms contained herein shall have the same
meanings ascribed to such terms in the Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended to add the following paragraph:
The names, business addresses, principal occupations
and citizenship of the executive officers and directors of ICC
as of December 17, 1996 as well as the name, principal business
and address of the corporation or organization in which such
occupation is conducted, are set forth in Schedule 1-B hereto,
which is incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended to add the following paragraph:
On December 13, 1996 the Issuer filed with the United
States Securities Commission a registration statement on Form
S-3 registering, among other things, the sale of all or a por-
tion of the Common Stock owned by the reporting persons. The
Issuer also issued the press release filed herewith as Exhibit
B.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement Regarding Joint Filing of
Schedule 13D
Exhibit B Press Release Issued by Equity Corpora-
tion International on December 16, 1996
Page 6 of 11 Pages<PAGE>
SIGNATURE
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that
the information set forth in this statement is true, complete
and correct.
December 17, 1996 INVESTMENT CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI SPECIAL, INC.
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
Name: James M. Shelger
Title: Senior Vice President,
General Counsel and
Secretary
Page 7 of 11 Pages<PAGE>
EXHIBIT A
AGREEMENT REGARDING JOINT FILING OF SCHEDULE 13D
This will evidence our agreement, in accordance with
Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, that the attached amendment to statement on
Schedule 13D is filed on behalf of the undersigned.
December 17, 1996 INVESTMENT CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI CAPITAL CORPORATION
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SCI SPECIAL, INC.
By: /s/ John H. Lohman, Jr.
Name: John H. Lohman, Jr.
Title: Treasurer
SERVICE CORPORATION INTERNATIONAL
By: /s/ James M. Shelger
Name: James M. Shelger
Title: Senior Vice President,
General Counsel and
Secretary
Page 8 of 11 Pages<PAGE>
EXHIBIT B
FOR: EQUITY CORPORATION INTERNATIONAL
FROM: L.B. Stauffer Lore Crogham, Media Consultant
Porter, LeVay & Rose, Porter, LeVay & Rose, Inc.
Inc.
COMPANY: W. Cardon Gerner
CONTACT: (409) 631-8703
FOR IMMEDIATE RELEASE
ECI FILES REGISTRATION STATEMENT
LUFKIN, TX, Dec. 16 -- Equity Corporation Interna-
tional (NASDAQ, NM: ECII), (the "Company") filed a Registration
Statement with the Securities and Exchange Commission on
Friday, Dec. 13, 1996 in connection with the offering by Ser-
vice Corporation International (SCI), a stockholder of the Com-
pany, of an aggregate of 7,994,747 shares of the Company's Com-
mon Stock. The Registration Statement also covers 1,199,212
shares of Common Stock that may be issued by the Company upon
the exercise of an over-allotment option granted by the Company
to the underwriters of the offering.
Merrill Lynch & Co., The Chicago Corporation, J.P.
Morgan & Co. and Raymond James & Associates, Inc. will serve as
the managing underwriters of the offering.
It is currently anticipated that the proposed sale to
the public will commence in January 1997. At such time, writ-
ten prospectuses relating to the offering may be obtained from
the representatives of the underwriters or the Company by con-
tacting the Chief Financial Officer of Equity Corporation
International, 415 South First Street, Suite 210, Lufkin, Texas
75901.
Page 9 of 11 Pages<PAGE>
A registration statement relating to these securities
has been filed with the Securities and Exchange Commission but
has not yet become effective. These securities may not be sold
nor may offers to buy be accepted prior to the time the regis-
tration statement becomes effective. This press release shall
not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any
State in which such offer, solicitation or sale would be unlaw-
ful prior to registration or qualification under the securities
laws of any such State.
######
1996
Page 10 of 11 Pages<PAGE>
Schedule 1-B
BOARD OF DIRECTORS AND EXECUTIVE OFFICERS OF
INVESTMENT CAPITAL CORPORATION
Listed below are the directors and executive officers
of Investment Capital Corporation. Each director and executive
officer is a citizen of the United States. The business
address for each director and executive officer is 1929 Allen
Parkway, Houston, Texas 77019.
NAME AND TITLE WITH PRINCIPAL OCCUPATION
INVESTMENT CAPITAL CORPORATION AND EMPLOYER
Todd A. Matherne Vice President Investor
President and Director Relations
Service Corporation Interna-
tional
Rosanne Caton Director/Corporation Finance
Vice President SCI Management Corporation
Suzanne D. Mailes Legal Assistant
Secretary SCI Management Corporation
Judith M. Marshall Legal Assistant
Assistant Secretary SCI Management Corporation
John H. Lohman, Jr. Director/Taxation
Treasurer SCI Management Corporation
George R. Champagne Senior Vice President/
Director Chief Financial Officer
Service Corporation Interna-
tional
Wesley T. McRae Managing Director/
Director Financial Reporting
SCI Management Corporation
Page 11 of 11 Pages
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