1
                                                                  For SEC Filing
                                                                  Purposes Only:
                                                                  Rule 424(b)(5)
                                                               File No. 33-54996


         Prospectus Supplement to Prospectus Dated November 2, 1995


                      SERVICE CORPORATION INTERNATIONAL


         Terms of 5-1/4% Convertible Debentures, Series P, due 2006


Title:                            5-1/4% Convertible Debentures, Series P, due
                                  2006 (the "Debentures").

Principal Amount:                 $3,500,000 in aggregate principal amount of
                                  the Debentures will be issued as
                                  consideration for the assets of Lloyd Mandel
                                  Levayah Funerals, P.C.
   
Conversion Price:                 $50.88 per share, subject to adjustment.
    
Conversion Date:                  On or after January 4, 1997.

Maturity Date:                    January 3, 2006.

Interest Rate:                    5-1/4% per annum accruing from January 3, 
                                  1996.

Federal Tax Matters:              The applicable federal rate on long-term 
                                  indebtedness for January 1996, compounded
                                  quarterly, will be used for purposes of
                                  determining the original issue discount 
                                  applicable to the Debentures for federal 
                                  income tax purposes.  At the date hereof, 
                                  such applicable federal rate for January 1996
                                  is not available and, when it becomes 
                                  available, such rate and the original
                                  issue discount may be more or less than the
                                  amounts set forth hereinbelow with respect to
                                  December 1995.  The applicable federal rate
                                  for December 1995 is 6.21% and, based on such
                                  rate, the original issue discount per $1,000
                                  principal amount of the Debentures would be
                                  $71.20.


                                  The Date of this Supplement is December 28, 
                                  1995.