1
                                                                   EXHIBIT 10.22


                       SERVICE CORPORATION INTERNATIONAL

                        AMENDMENT TO 1996 INCENTIVE PLAN


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

Corporation International 1996 Incentive Plan (the "1996 Plan").


                 The 1996 Plan is hereby amended effective as of the date

hereof, as follows:

                 1.       Section 4.3 of the 1996 Plan is hereby amended by

adding the following at the end thereof:

         A trust or partnership will be deemed to be for the benefit of
         immediate family members if it is established for the exclusive
         benefit of one or more members of such person's immediate family.  A
         transfer of a Nonqualified Option pursuant to this Section may only be
         effected by the Company at the written request of an Employee and
         shall become effective only when recorded in the Company's record of
         outstanding Nonqualified Options.  In the event a Nonqualified Option
         is transferred as contemplated hereby, such Nonqualified Option may
         not be subsequently transferred by the transferee except by will or
         the laws of descent and distribution.  In the event a Nonqualified
         Option is transferred as contemplated hereby, such Nonqualified 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 Employee 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.

                 2.       Section 2.11 is hereby deleted; a new Section 2.15 is

added as set forth below; existing Sections 2.12 through 2.15 are renumbered as

2.11 through 2.14; and the table of contents is revised to reflect the

foregoing.
   2

                 3.       A new Section 2.15 is added as follows:

                 Section 2.15.  "Non-Employee Director" means a "non-Employee
                 Director" as that term is defined in Rule 16b-3 under the
                 Securities Exchange Act of 1934.

                 4.       All references in the 1996 Plan to the term

"Disinterested Person" shall be deleted and replaced with the term

"Non-Employee Director".