AMENDMENT NO.  1


This Amendment No.  1 dated as of February 19, 1998 ("Agreement") is among 
Equity Corporation International, a Delaware corporation ("Borrower"),  the 
banks party to the Credit Agreement described below ("Banks"), and NationsBank 
of Texas, N.A., as Agent for the Banks ("Agent").

INTRODUCTION

A.  The Borrower, Agent and the Banks are parties to the Amended and Restated 
Credit Agreement dated as of September 2, 1997 (as the same may be amended, 
modified or supplemented from time-to-time, the "Credit Agreement").

B.  The Borrower, the Agent and the Banks wish to amend certain provisions 
contained in the Credit Agreement.

THEREFORE, the Borrower, the Agent and the Banks hereby agree as follows:

Section 1.  Definitions; References.  Unless otherwise defined in this 
Agreement, each term used in this Agreement which is defined in the Credit 
Agreement has the meaning assigned to such term in the Credit Agreement.

Section 2.  Amendments.  The Credit Agreement shall be amended as follows:

(a)  Definition of Credit Documents.  The definition of "Credit Documents" 
contained in Section 1.01 shall be amended by deleting the phrase "Pledge 
Agreement" and replacing it with the phrase "Pledge Agreements".

(b)  Definition of Restricted Payments.  The definition of "Restricted 
Payments" contained in Section 1.01 shall be deleted and replaced with the 
following:

"Restricted Payment" means (a) the declaration or making by the Borrower 
or any of its Subsidiaries of any dividends or other distributions (in 
cash, property, or otherwise) on, or any payment for the purchase, 
redemption or other acquisition of, any shares of any capital stock (or 
other ownership interests) of such Person, other than dividends payable in 
such Person's stock or other ownership interests, as applicable, (b) the 
making by the Borrower or any of its Subsidiaries of  any payment 
(scheduled or otherwise) in respect of Subordinated Debt, whether for 
principal, interest, fees, indemnities or any other amount (except that 
the conversion of any Subordinated Debt into common stock of the Borrower 
or the issuance by the Borrower of shares of its common stock in exchange 
for the extinguishment of amounts owing in respect of Subordinated Debt 
shall not constitute a "Restricted Payment"), and (c) any defeasance or 
covenant defeasance by the Borrower or any of its Subsidiaries in respect 
of Subordinated Debt of such Person.

(c)  Definition of Subordinated Debt.  The definition of "Subordinated Debt" 
contained in Section 1.01 shall be deleted and replaced with the following new 
definition:

"Subordinated Debt" means (a) the Subordinated Notes and (b) all other 
Debt of the Borrower that (i) is debt for borrowed money, (ii) is 
unsecured, (iii) has no recourse to any of the Subsidiaries of the 
Borrower (whether through a guaranty executed by any such Subsidiary, a 
pledge of assets by such Subsidiary or otherwise), and (iv) is 
subordinated on terms that are acceptable to the Agent and the Majority 
Banks.

(d)  New Definitions.  The following new definitions are added to Section 1.01 
in alphabetical order:

"Indenture" means the Indenture dated February 25, 1998 providing for the 
issuance by the Borrower of the Subordinated Notes.

"Subordinated Notes" means the 4.5% Convertible Subordinated Debentures 
due 2004 issued by the Borrower (including any such Convertible 
Subordinated Debentures issued as a result of the exercise of any over-
allotment option) in an aggregate principal amount not to exceed 
$143,750,000.

(e)  Section 3.02.  Section 3.02 is amended by deleting the phrase "Pledge 
Agreement" in clause (a)(i) and replacing it with the phrase "Pledge 
Agreements".

(f)  Section 6.02.  Section 6.02 is amended by deleting the amount 
"$125,000,000" in clause (i) of such Section and replacing it with the amount 
"$143,750,000."

(g)  Section 6.05.  Section 6.05 is amended by deleting such Section and 
replacing it with the following:

Section 6.05.  Restricted Payments.  Neither the Borrower nor any of its 
Subsidiaries shall make any Restricted Payments except that (a) the 
Subsidiaries of the Borrower may make Restricted Payments to the Borrower 
and other Subsidiaries of the Borrower, (b) so long as no Default exists 
or would result from the making of such Restricted Payment, the Borrower 
may (i)  pay dividends to its shareholders in respect of its capital 
stock, (ii) pay scheduled payments of interest and principal in respect of 
Subordinated Debt, and (iii) redeem the Subordinated Notes with either 
additional Subordinated Debt or equity, and (c) so long as no Default 
exists or would result from the making of such Restricted Payment, the 
Subsidiaries of the Borrower may make Restricted Payments to an Unrelated 
Person (as defined in Section 6.10) and may purchase, redeem or otherwise 
acquire any shares of capital stock or other ownership interests of a 
Subsidiary held by such Unrelated Person.

(h)  Section 6.10.  Section 6.10 is amended by adding the following new 
sentence to the end of Section 6.10:

Notwithstanding any of the foregoing to the contrary, nothing in this 
Section 6.10 shall prohibit a Person that is neither the Borrower nor a 
Subsidiary of the Borrower (such Person being an "Unrelated Person") from 
owning a portion of the capital stock of any Subsidiary of the Borrower 
except ECI Services, Inc., ECI Cemetery Services, Inc. and ECI Capital 
Corporation ("ECI Entity") if such ownership by such Unrelated Party is, 
in the good faith determination of the Borrower, necessary or desirable to 
enable the Borrower or one of its Subsidiaries to maintain its ownership 
interest in the ECI Entity, or enable the ECI Entity to continue to own 
and legally operate its business or continue to legally conduct such 
business under the name currently in use.

(i)  Section 6.14.  The following new Section 6.14 is added to the Credit 
Agreement:

Section 6.14.  Subordinated Debt. The Borrower shall not amend, modify or 
supplement, or permit any Subsidiary to amend, modify or supplement (or 
consent to any amendment, modification or supplement of), any document, 
agreement or instrument evidencing, or existing in connection with, the 
Subordinated Debt (or any replacements, substitutions or renewals 
thereof), and including, without limitation, the Subordinated Notes and 
the Indenture, or make any payment required as a result of such an 
amendment, modification or supplement, where such amendment, modification 
or supplement provides for the following or which has any of the following 
effects:

(i)  increases the overall principal amount of the Subordinated Debt or 
increases the amount of any single scheduled installment of principal or 
interest;

(ii)  shortens or accelerates the date upon which any installment of principal 
or interest becomes due or adds any additional mandatory redemption 
provisions;

(iii)  shortens the final maturity date of the Subordinated Debt or otherwise 
accelerates the amortization schedule with respect thereto;

(vi)  amends or modifies any financial or negative covenant (or covenant which 
prohibits or restricts the Borrower or a Subsidiary of the Borrower from 
taking certain actions) in a manner which is more onerous or more restrictive 
to the Borrower (or any Subsidiary of the Borrower) or which is otherwise 
materially adverse to the Borrower or the Banks or, in the case of adding 
covenants, which places additional restrictions on the Borrower (or a 
Subsidiary of the Borrower) or which requires the Borrower or any such 
Subsidiary to comply with more restrictive financial ratios or which requires 
the Borrower to better its financial performance from that set forth in the 
existing financial covenants;

(vii)  amends, modifies or adds any affirmative covenant in a manner which, 
when taken as a whole, is materially adverse to the Borrower or the Banks; or

(viii)  amends or modifies in any manner either (A) the definitions of "Change 
of Control" or "Senior Secured Indebtedness" contained in the Indenture or (B) 
any of the subordination provisions contained in Article V of the Indenture.

Section 3.  Representations and Warranties.  The Borrower represents and 
warrants to the Agent and the Banks that:

(a)  The representations and warranties set forth in the Credit Agreement and 
in the other Credit Documents are true and correct in all material respects as 
of the date of this Agreement; 

(b)  The execution, delivery and performance of this Agreement are within the 
corporate power and authority of the Borrower and have been duly authorized by 
appropriate proceedings and (ii) this Agreement constitutes a legal, valid, 
and binding obligation of the Borrower enforceable in accordance with its 
terms, except as limited by applicable bankruptcy, insolvency, reorganization, 
moratorium, or similar laws affecting the rights of creditors generally and 
general principles of equity; and

(c)  As of the effectiveness of this Agreement, no Default or Event of Default 
has occurred and is continuing.

Section 4.  Effectiveness.  This Agreement shall become effective as provided 
herein upon satisfaction of the following conditions precedent:

(a)  the Borrower, the Agent and the Banks shall have duly and validly 
executed originals of this Agreement;

(b)  the Agent and the Banks shall have received duly executed originals in 
form and substance satisfactory to the Agent and the Banks of (i) the Pledge 
Agreement in the form of the attached Exhibit A ("Pledge Agreement") providing 
for the pledge by the Borrower of 51% of the outstanding shares of ECI 
Services, Inc. and 51% of the outstanding shares of ECI Cemetery Services, 
Inc. (collectively, the "Pledged Shares"); (ii) stock certificates evidencing 
the Pledged Shares together with stock powers with respect to such Pledged 
Shares executed in blank; (iii) any UCC-1 financing statements required in 
connection with the perfection of the security interests granted under the 
terms of the Pledge Agreement executed by the Borrower; (iv) (A) certified 
copies of the resolutions of the Board of Directors of the Borrower approving 
the Pledge Agreement and each other agreement executed in connection 
therewith, and of the articles or certificate of incorporation and bylaws of 
the Borrower (or a certification that such articles or certificate of 
incorporation or bylaws have not been amended or modified since the date of 
the Credit Agreement), and all documents evidencing other necessary corporate 
action and governmental approvals, if any, with respect to this Agreement and 
each other agreement executed in connection herewith, and (B) certificates of 
good standing, existence and authority for each of the Borrower; and (v) a 
certificate of the Secretary or an Assistant Secretary of the Borrower dated 
as of the date of this Agreement certifying the names and true signatures of 
officers of the Borrower authorized to sign this Agreement and the other 
Credit Documents executed in connection herewith; and

(c)  the Agent and the Banks shall have received certified copies of the 
Indenture and the Offering Memorandum executed and delivered in connection 
with the issuance of the Convertible Subordinated Debentures.


Section 5.  Choice of Law.   This Agreement shall be governed by and construed 
and enforced in accordance with the laws of the State of Texas.

Section 6.  Counterparts.  This Agreement may be signed in any number of 
counterparts, each of which shall be an original.

THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT 
AGREEMENT, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE 
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL 
AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



EXECUTED as of the 19th day of February, 1998.

BORROWER:

EQUITY CORPORATION INTERNATIONAL


By:
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Title:
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AGENT:

NATIONSBANK OF TEXAS, N.A., as Agent


By:
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BANKS:

NATIONSBANK OF TEXAS, N.A.


By:
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SOCIETE GENERALE, 
  SOUTHWEST AGENCY


By:
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THE SUMITOMO BANK, LIMITED


By:
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Name:
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Title:
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By:
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WELLS FARGO BANK, (TEXAS)
  NATIONAL ASSOCIATION


By:
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Title:
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CIBC INC.


By:
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Title:
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TORONTO-DOMINION (TEXAS), INC.


By:
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Title:
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BANK OF AMERICA TEXAS, N.A.


By:
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CORESTATES BANK, N.A.


By:
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COOPERATIVE CENTRALE RAIFFEISEN
   BOERENLEENBANK, N.A. "RABOBANK
   NEDERLAND", NEW YORK BRANCH


By:
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Title:
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By:
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
   HOUSTON AGENCY


By:
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BANQUE PARIBAS


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Title:
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