Service Corporation International
1929 Allen Parkway
Houston, TX 77019
April 29, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Service Corporation International
Post-Effective Amendment No. 1 on Form S-3 to Form S-4
Registration No. 333-66957
Equity Corporation International
Post-Effective Amendment No. 1 to Form S-3
Registration No. 333-50861
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended,
Service Corporation International ("SCI") and Equity Corporation International
("ECI") hereby request that the above-captioned Registration Statements be
withdrawn as of the date hereof or as soon thereafter as practicable.
The Registration Statements were filed on behalf of the holders of
ECI's 4 1/2% Convertible Subordinated Debentures due 2004 (the "Debentures") to
register for resale such Debentures and the shares of SCI's common stock, $1.00
par value per share, issuable upon conversion of the Debentures. In connection
with a change of control of ECI, all of the Debentures have been purchased by
ECI in accordance with the Indenture and Supplemental Indenture governing the
Debentures, and none of the Debentures remain outstanding. Therefore, the
withdrawal is consistent with the public interest and the protection of
investors.
Very truly yours,
/s/ James M. Shelger
James M. Shelger
Senior Vice President, General Counsel
and Secretary of Service Corporation International
/s/ Curtis G. Briggs
Curtis G. Briggs
President of Equity Corporation International
