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                                                                   EXHIBIT 10.11




                       SERVICE CORPORATION INTERNATIONAL

                      AMENDMENT TO 1986 STOCK OPTION PLAN


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

Corporation International 1986 Stock Option Plan, as Amended and Restated on 

November 12, 1991 (the "1986 Plan").

                 1.       The 1986 Plan is hereby amended effective as of the 

date hereof, as follows:

                 Article III is hereby amended by adding the following at the 
end thereof:

                 The Committee may amend outstanding Non-qualified Stock
                 Options to make such Non-qualified 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
                 immediately family (collectively, "Transferees").  A transfer
                 of a Non-qualified 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 Non-qualified Stock Options.
                 In the event a Non-qualified Stock Option is transferred as
                 contemplated hereby, such Non-qualified Stock Option may not
                 be subsequently transferred by the transferee except by will
                 or the laws of descent and distribution. In the event a
                 Non-qualified Stock Option is transferred as contemplated
                 hereby, such Non-qualified 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.       Article II is hereby amended by deleting the second

sentence thereof and replacing it with the following:

                 All members of the Committee shall be "Disinterested Persons",
                 as such term is defined in Rule 16b-3 under the Securities
                 Exchange Act of 1934, who are also persons eligible to be
                 "outside directors" for purposes of the Internal Revenue Code
                 and the regulations promulgated thereunder.