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 Z, Due 2008
Title: 5% Convertible Debentures, Series Z, due 2008 (the
"Debentures").
Principal Amount: $3,500,000 in aggregate principal amount of the
Debentures will be issued as a portion of the
consideration for the outstanding capital stock of
Davenport Memorial Park, Inc.
Conversion Price: $45.69 per share, subject to adjustment.
Conversion Date: On or after January 31, 1999.
Maturity Date: January 30, 2008.
Interest Rate: 5% per annum accruing from January 30, 1998.
Federal Tax Matters: The applicable federal rate on long-term
indebtedness for January 1998, compounded quarterly, is
6.00% 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 $74.67.
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 January 27, 1998.
