EXHIBIT 10.2
                             CARRIAGE SERVICES, INC.

                    AMENDMENT NO. 2 TO 1996 STOCK OPTION PLAN

      THIS AMENDMENT NO. 2 (this "Amendment") to the Amended and Restated 1996
Stock Option Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective January 27, 1999;

      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 amended the Plan effective February 4, 1998; 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 1,300,000 shares of Stock."

      3. EFFECTIVENESS OF AMENDMENT. The amendment to the Plan evidenced by this
Amendment shall be effective as of January 27, 1999, provided that such
amendment is approved by the stockholders of the Company on or before December
31, 1999.

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

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