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                                                                   EXHIBIT 10.15




                       SERVICE CORPORATION INTERNATIONAL

            AMENDMENT TO 1993 LONG-TERM INCENTIVE STOCK OPTION PLAN


                 AMENDMENT, dated as of February 12, 1997, to the Service

Corporation International 1993 Long-Term Incentive Stock Option Plan (the "1993

Plan").

                 1.       The 1993 Plan is hereby amended effective as of the

date hereof, as follows:

                 Section 5(f) is hereby amended by adding the following at the
end thereof:

                 The Committee may amend outstanding Stock Options to make such
                 Stock Options transferable, without payment of consideration,
                 to immediate family members of the grantee or to trusts or
                 partnerships established for the exclusive benefit of one or
                 more members of such person's immediate family (collectively,
                 "Transferees"). A transfer of a Stock Option pursuant to this
                 Section may only be effected by the Company at the written
                 request of a grantee and shall become effective only when
                 recorded in the Company's record of outstanding Stock Options.
                 In the event a Stock Option is transferred as contemplated
                 hereby, such Stock Option may not be subsequently transferred
                 by the transferee except by will or the laws of descent and
                 distribution. In the event a Stock Option is transferred as
                 contemplated hereby, such Stock Option will continue to be
                 governed by and subject to the terms of this Plan and the
                 relevant grant, and the transferee shall be entitled to the
                 same rights as the grantee hereunder, as if no transfer had
                 taken place. As used herein, "immediate family" shall mean,
                 with respect to any person, such person's child, stepchild,
                 grandchild, parent, stepparent, grandparent, spouse, sibling,
                 mother-in-law, father-in-law, son-in-law, daughter-in-law,
                 brother-in- law, or sister-in-law, and shall include adoptive
                 relationships.
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                 2.       Subsection j of Section 1 is hereby amended to read
in its entirety as follows:

                 j.       "Disinterested Person" means a "Non-Employee
                          Director" as that term is defined in Rule 16b-3 under
                          the Exchange Act, or any successor definition adopted
                          by the Commission, who also qualifies as an "outside
                          director" for purposes of Section 162(m) of the Code
                          and the regulations promulgated thereunder.