<PAGE> 1
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 R, due 2006
Title: 5% Convertible Debentures, Series R, due 2006 (the
"Debentures").
Principal Amount: $9,168,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for 50% of the outstanding capital
stock of Oakdale Memorial Park, Oakdale Mortuary and
LaVerne Cemetery Corporation.
Conversion Price: $36.63 per share, subject to adjustment.
Conversion Date: On or after November 16, 1997.
Maturity Date: November 15, 2006.
Interest Rate: 5% per annum accruing from November 15, 1996.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for November 1996, compounded quarterly, is 5.48% 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 $36.87.
The Date of the Supplement is November 12, 1996.
