As filed with the Securities and Exchange Commission on August 31, 1998
Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------

CARRIAGE SERVICES, INC.
(Exact name of registrant as specified in its charter)

Delaware 76-0423828
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Address of principal executive offices, including zip code)

1998 STOCK OPTION PLAN FOR CONSULTANTS
(Full title of the plan)

Melvin C. Payne
Chief Executive Officer
1300 Post Oak Blvd., Suite 1500
Houston, Texas 77056
(Name and address of agent for service)

(281) 556-7400
(Telephone number, including area code, of agent for service)

Copy to:

John T. Unger
Snell & Smith, P.C.
1000 Louisiana, Suite 1200
Houston, Texas 77002

CALCULATION OF REGISTRATION FEE

TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE OFFERING PRICE(1) REGISTRATION FEE
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Class A Common Stock, $.01 par value 100,000 shares $20.875 $2,087,500 $615.81
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in the registration
statement:

(a) The latest annual report on Form 10-K of Carriage Services, Inc., a
Delaware corporation (the "Company"), or, if financial statements therein are
more current, the Company's latest prospectus, other than the prospectus of
which this document is a part, filed pursuant to rule 424(b) or (c) of the
Securities and Exchange Commission under the Securities Act of 1933.

(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the end
of the fiscal year covered by the annual report or prospectus referred to in (a)
above.

(c) The description of the Company's Class A Common Stock which is
contained in the Company's registration statement filed under Section 12 of the
Exchange Act, including any amendment or reports filed for the purpose of
updating such descriptions.

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effective date
of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
any document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company, a Delaware corporation, is empowered by Section 145 of the
Delaware General Corporation Law (the "DGCL"), subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding by reason of the fact that such person is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee

or agent of another corporation or other enterprise, against reasonable expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually incurred by him in connection with such action, suit or proceeding, if
such director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The Company is required by Section 145 to
indemnify any person against reasonable expenses (including attorneys' fees)
actually incurred by him in connection with an action, suit or proceeding in
which he is a party because he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or other enterprise, if he has
been successful, on the merits or otherwise, in the defense of the action, suit
or proceeding. Section 145 also allows a corporation to purchase and maintain
insurance on behalf of any such person against any liability asserted against
him in any such capacity, or arising out of his status as such, whether or not
the corporation would have the power to indemnify him against such liability
under the provisions of Section 145. In addition, Section 145 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of shareholders or disinterested directors, or otherwise.

Article 10 of the Company's Amended and Restated Certificate of
Incorporation (the "Charter") provides that the Company shall indemnify and hold
harmless any person who was, is, or is threatened to be made a party to a
proceeding by reason of the fact that he or she (i) is or was a director or
officer of the Company or (ii) while a director or officer of the Company, is or
was serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the DGCL. The right to indemnification under
Article 10 of the Charter is a contract right which includes, with respect to
directors and officers, the right to be paid by the Company the expenses
incurred in defending any such proceeding in advance of its disposition.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Unless otherwise indicated below as being incorporated by reference to
another filing of the Company with the Commission, each of the following
exhibits is filed herewith:

3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's Annual
Report on Form 10-K for the Year Ended December 31, 1996).

3.2 Certificate of Amendment dated May 9, 1996 (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997).

3.3 Certificate of Decrease, reducing the authorized Series D Preferred
Stock (incorporated by reference to Exhibit 10.3 to the Company's

Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).

3.4 Certificate of Decrease, reducing the authorized Series F Preferred
Stock (incorporated by reference to Exhibit 10.4 to the Company's
Quarterly Report on Form 10-Q for the quarter ended September 30,
1997).

3.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on
Form S-1 (Registration No.333-5545).

5.1 Opinion of Snell & Smith, A Professional Corporation.

10.1 1998 Stock Option Plan for Consultants.

23.1 Consent of Arthur Andersen L.L.P.

23.2 Consent of Snell & Smith, A Professional corporation (included in
Exhibit 5.1).

24.1 Powers of Attorney (included on the signature page to this
Registration Statement).

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(b) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;

(c) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 31st day of August,
1998.

CARRIAGE SERVICES, INC.

By /s/ MELVIN C. PAYNE
Melvin C. Payne
Chairman of the Board and
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Melvin C. Payne, Mark W. Duffey, and Thomas C.
Livengood or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 31st day of August, 1998.

SIGNATURE TITLE

/s/ MELVIN C. PAYNE Chairman of the Board, Chief Executive
Melvin C. Payne Officer and Director (Principal Executive
Officer)

/s/ MARK W. DUFFEY President and Director
Mark W. Duffey

/s/ THOMAS C. LIVENGOOD Executive Vice President, Chief Financial
Thomas C. Livengood Officer and Secretary (Principal Financial
and Accounting Officer)

/s/ C. BYRON SNYDER Director
C. Byron Snyder

/s/ BARRY K. FINGERHUT Director
Barry K. Fingerhut

/s/ RONALD A. ERICKSON Director
Ronald A. Erickson

/s/ ROBERT D. LARRABEE Director
Robert D. Larrabee

/s/ STUART W. STEDMAN Director
Stuart W. Stedman

/s/ MARK F. WILSON Director
Mark F. Wilson

/s/ GREG M. BRUDNICKI Director
Greg M. Brudnicki

EXHIBIT INDEX

EXHIBIT PAGE
3.1 Amended and Restated Certificate of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1996).
3.3 Certificate of Decrease, reducing the authorized Series D
Preferred Stock (incorporated by reference to
Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997).
3.4 Certificate of Decrease, reducing the authorized Series F
Preferred Stock (incorporated by reference to
Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997).
3.5 Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Registration No.333-5545).
5.1 Opinion of Snell & Smith, A Professional Corporation. 8
10.1 1998 Stock Option Plan for Consultants. 9
23.1 Consent of Arthur Andersen L.L.P. 13
23.2 Consent of Snell & Smith, A Professional Corporation
(included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).