EXHIBIT 10.2

                            CARRIAGE SERVICES, INC.

                   AMENDMENT NO. 1 TO 1996 STOCK OPTION PLAN

            THIS AMENDMENT NO.  1 (this "Amendment") to the Amended and Restated
1996 Stock Option Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective February 4, 1998;

            WHEREAS, the Company originally adopted the 1996 Stock Option Plan
effective August 13, 1996, and then amended and restated the Plan effective as
of January 7, 1997; and

            WHEREAS, the Board of Directors of the Company has proposed that the
Plan be further amended as hereafter described;

            NOW, THEREFORE, the Plan shall be amended as follows:

            1. DEFINED TERMS. Capitalized terms used but not defined herein
shall have the meanings given such terms in the Plan.

            2. NUMBER OF AUTHORIZED SHARES. The first sentence of Article V of
the Plan is hereby amended in its entirety so that, as amended, the first
sentence of said Article V shall read as follows:

                  "The aggregate number of shares which may be issued under
            Options granted under the Plan shall not exceed 800,000 shares of
            Stock."

            3. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced
by this Amendment shall be effective as of February 4, 1998, provided that such
amendment is approved by the stockholders of the Company on or before December
31, 1998.

            6. RATIFICATION. As amended hereby, the Plan in hereby ratified and
confirmed.

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