EXHIBIT 3.1.64

                            CERTIFICATE OF AMENDMENT
                       OF CERTIFICATE OF INCORPORATION OF
                             SCI U.K. HOLDING, INC.

         SCI U.K. HOLDING, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

         The amendment to the Corporation's Certificate of Incorporation set
forth in the following joint resolution approved by the Board of Directors and
the Shareholder of the Corporation was duly adopted as of December 31, 1992, in
accordance with the provisions of Sections 141(f) and 228 of the General
Corporation Law of the State of Delaware, respectively:

                           WHEREAS, the Board of Directors of the Corporation
                  has determined it to be in the best interest of the
                  Corporation to amend the Certificate of Incorporation of the
                  Corporation to change the name of the Corporation from "SCI
                  U.K. HOLDING, INC." to "SCI HOLDINGS, INC." and the
                  Shareholder has agreed thereto;

                           NOW, THEREFORE, BE IT RESOLVED that the Board of
                  Directors and the Shareholder of the Corporation do hereby
                  unanimously approve the name change of the Corporation to "SCI
                  HOLDINGS, INC."; that the first paragraph of the Certificate
                  of Incorporation be deleted in its entirety and the following
                  substituted in lieu thereof: "First, the name of this
                  Corporation is SCI HOLDINGS, INC."; that the officers of the
                  Corporation be and they are hereby authorized to do acts and
                  to execute and deliver all documents deemed necessary or
                  desirable to effect the foregoing; and that the signature of
                  such officer to a document shall be conclusive evidence of his
                  authority to execute and deliver such document.



         IN WITNESS WHEREOF, SCI U.K. HOLDING, INC. has caused this Certificate
to be signed and attested by its duly authorized officers as of the 7th day of
January, 1993.

                                       SCI U.K. HOLDING, INC.

                                       By:  /s/ A. Eugene Sapp, Jr.
                                            ------------------------------------
                                            A. Eugene Sapp, Jr.
                                            President

ATTEST:

By: /s/ Michael M. Sullivan
    -------------------------
    Michael M. Sullivan
    Secretary

         [CORPORATE SEAL]

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