EXHIBIT 10.3

                            CERTIFICATE OF DECREASE

                                      OF

                           SERIES D PREFERRED STOCK

                                      OF

                            CARRIAGE SERVICES, INC.


            Pursuant to Section 151 of the General Corporation Law of the State
of Delaware, CARRIAGE SERVICES, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (herein referred to as the
"Corporation"), DOES HEREBY CERTIFY:

            That pursuant to authority granted to the Board of Directors of the
Corporation by the Amended and Restated Certificate of Incorporation of the
Corporation, and pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, such Board of Directors at a meeting
duly held on May 7, 1997, duly adopted a resolution providing for the reduction
in the number of shares designated in a series of preferred stock of the
Corporation, which resolution is as follows:

            WHEREAS, the Corporation has previously established and designated a
      series of Preferred Stock, $.01 par value, designated as its Series D
      Preferred Stock ("Series D Preferred Stock"), consisting of up to
      10,000,000 shares, pursuant to the Certificate of Designation,
      Preferences, Rights and Limitations filed with the Secretary of State of
      Delaware on March 6, 1996, as amended and restated (in connection with
      which the number of shares authorized thereunder was increased to
      20,000,000 shares of Series D Preferred Stock) in the form attached as
      Exhibit D to the Corporation's Amended and Restated Certificate of
      Incorporation filed with the Secretary of State of Delaware on July 3,
      1996, and as further amended by the Certificate of Decrease filed with the
      Secretary of State of Delaware on October 25, 1996 (in connection with
      which the number of shares authorized thereunder was decreased to
      19,000,000 shares of Series D Preferred Stock) (as so amended, the "Series
      D Certificate of Designation"); and

            WHEREAS, there are currently 1,682,500 shares of Series D Preferred
      Stock which are currently issued and outstanding;

                  NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority
            expressly granted and vested in the Board of Directors of the
            Corporation in accordance with the provisions

            of the Amended and Restated Certificate of Incorporation of the
            Corporation and Section 151(g) of the General Corporation Law of the
            State of Delaware, the number of shares designated as Series D
            Preferred Stock pursuant to the Series D Certificate of Designation
            is hereby decreased to TWO MILLION (2,000,000).

            IN WITNESS WHEREOF, CARRIAGE SERVICES, INC. has caused
this Certificate of Decrease to be signed by Mark W. Duffey, its
President, as of the 7th day of May, 1997.

                                    CARRIAGE SERVICES, INC.

                                    By:____________________________
                                       MARK W. DUFFEY, President

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