
                                                                  EXHIBIT 10.1

                            CARRIAGE SERVICES, INC.

                 AMENDMENT NO. 1 TO 1995 STOCK INCENTIVE PLAN

            THIS AMENDMENT NO.  1 (this "Amendment") to the Amended and Restated
1995 Stock Incentive Plan (the "Plan"), of CARRIAGE SERVICES, INC., a Delaware
corporation (the "Company"), adopted effective February 4, 1998;

            WHEREAS, the Company originally adopted the 1995 Stock Incentive
Plan effective July 1, 1995, amended the Plan effective as of July 18, 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 third sentence of Section 1.5(a)
of the Plan is hereby amended in its entirety so that, as amended, the third
sentence of said Section 1.5(a) shall read as follows:

                  "The maximum number of shares of Common Stock that may be
            issued under this Plan shall be 950,000."

            3. ELIGIBILITY FOR PARTICIPATION. The first sentence of Section 1.3
of the Plan is hereby amended in its entirety so that, as amended, the first
sentence of said Section 1.3 shall read as follows:

                  "Participants in the Plan ('Participants') shall be selected
            by the Committee from the directors, executive officers and other
            employees of Carriage who are responsible to or contribute to the
            management, growth, success and profitability of Carriage, and from
            persons (not otherwise specified above) who are former owners of
            funeral homes or cemeteries that have been acquired by Carriage, and
            consultants who have rendered, or from and after the date of grant
            may render, personal services to Carriage."

            4. TERM AND EXERCISE OF STOCK OPTIONS. Section 2.4 of the Plan is
hereby amended in its entirety so that, as amended, said Section 2.4 shall read
as follows:

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                  "2.4 TERM AND EXERCISE. Unless a shorter period is provided by
            the Committee or another Section of this Plan, each Stock Option may
            be exercised during a period of ten years from the date of grant
            thereof (the 'Option Term'). No Stock Option shall be exercisable
            after expiration of its Option Term."

            5. TERM AND EXERCISE OF INCENTIVE STOCK OPTIONS. Section 3.4 of the
Plan is hereby amended in its entirety so that, as amended, said Section 3.4
shall read as follows:

                  "3.4 TERM AND EXERCISE. Unless a shorter period is provided by
            the Committee or another Section of this Plan, each Incentive Stock
            Option may be exercised during a period of ten years from the date
            of grant thereof (the 'Option Term'). No Incentive Stock Option
            shall be exercisable after expiration of its Option Term."

            6. EFFECTIVENESS OF AMENDMENTS. The amendments to the Plan evidenced
by this Amendment shall be effective as of February 4, 1998, provided that such
amendments are approved by the stockholders of the Company on or before December
31, 1998.

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

 
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