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 AA, Due 2008
Title: 5% Convertible Debentures, Series AA, due 2008
(the "Debentures").
Principal Amount: $2,600,000 in aggregate principal amount of the
Debentures will be issued as consideration for property
associated with Schuylkill Memorial Park, Inc.
Conversion Price: $50.00 per share, subject to adjustment.
Conversion Date: On or after November 18, 1999.
Maturity Date: November 17, 2008.
Interest Rate: 5% per annum accruing from November 17, 1998.
Federal Tax Matters: The applicable federal rate on long-term indebtedness
for November 1998, compounded quarterly, is 5.01% 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 zero.
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 November 12, 1998.
