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 W, due 2007
Title: 5% Convertible Debentures, Series W, due 2007 (the
"Debentures").
Principal Amount: $500,000 in aggregate principal amount of the Debentures
will be issued as a portion of the consideration for the
outstanding capital stock of Remmert Funeral Home, Ltd.
Conversion Price: $41.25 per share, subject to adjustment.
Conversion Date: On or after October 24, 1998.
Maturity Date: October 23, 2007.
Interest Rate: 5% per annum accruing from October 23, 1997.
Federal Tax Matters: The applicable federal rate on long-term
indebtedness for October 1997, compounded quarterly, is
6.52% 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 $111.15.
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 October 22, 1997.
