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For SEC Filing
Purposes Only:
Rule 424(b)(5)
File No. 333-01857
Prospectus Supplement to Prospectus Dated March 28, 1996
SERVICE CORPORATION INTERNATIONAL
Terms of 5% Convertible Debentures, Series S, due 2006
Title: 5% Convertible Debentures, Series S, due 2006 (the
"Debentures").
Principal Amount: $2,400,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for the outstanding capital stock of
Affiliated Family Funeral Service, Inc. and Sumner
James Waring, Inc.
Conversion Price: $35.31 per share, subject to adjustment.
Conversion Date: On or after December 18, 1997.
Maturity Date: December 17, 2006.
Interest Rate: 5% per annum accruing from December 17, 1996.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for December 1996, compounded quarterly, is 6.61% 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 $117.23.
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 December 12, 1996.
