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                                                                  For SEC Filing
                                                                  Purposes Only:
                                                                  Rule 424(b)(5)
                                                               File No. 33-54996


          Prospectus Supplement to Prospectus Dated December 11, 1992


                       SERVICE CORPORATION INTERNATIONAL


             Terms of 5% Convertible Debentures, Series G due 2004


Title:                    5% Convertible Debentures, Series G, due 2004 (the
                          "Debentures").

Principal Amount:         $5,000,000 in aggregate principal amount of the
                          Debentures will be issued as a portion of the
                          consideration for the outstanding capital stock of
                          Woodlawn Memorial Park and C.M. Gaffney Sales Agency,
                          Inc.

Conversion Price:         $33.84 per share, subject to adjustment.

Conversion Date:          On or after March 2, 1995.

Maturity Date:            March 1, 2004.

Interest Rate:            5% per annum accruing from March 1, 1994.

Federal Tax Matters:      The applicable federal rate on long-term
                          indebtedness for March, 1994, compounded quarterly,
                          is 6.2% 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 $88.78.

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 February 23, 1994.