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 U, due 2007
Title: 5% Convertible Debentures, Series U, 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 Charles T. Bisch & Son, Inc.
Conversion Price: $43.72 per share, subject to adjustment.
Conversion Date: On or after June 7, 1998.
Maturity Date: June 6, 2007.
Interest Rate: 5% per annum accruing from June 6, 1997.
Federal Tax
Matters: The applicable federal rate on long-term
indebtedness for June 1997, compounded quarterly, is 6.93%
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 $138.51.
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 June 3, 1997.
