SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2005

Carriage Services, Inc.

(Exact name of registrant as specified in is charter)

1900 St. James Place, 4^th Floor

Houston, Texas 77056

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code:

(713) 332-8400

o  Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

In the press release dated April 19, 2005, the Company commented on its preliminary financial results for its fiscal quarter ended March 31, 2005.  Additionally in the press release, the Company disclosed that it had established five year financial goals.  A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and incorporated by this reference.  The information being furnished under Item 9.01 Financial Statements and Exhibits, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Se ction 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

The Company’s press release dated April 19, 2005 contains non-GAAP financial measures.  Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)          Exhibits. The following exhibits are furnished as part of this current report on Form 8-K:

99.1                       Press Release dated April 19, 2005.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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Exhibit 99.1

CARRIAGE SERVICES RAISES FIRST QUARTER ESTIMATES

Company Establishes Five Year Goals

Also Announces First Quarter Earnings Release Date and Conference Call Schedule

APRIL 19, 2005 – HOUSTON – Carriage Services, Inc. (NYSE: CSV) today announced it has raised its first quarter 2005 estimates as follows:

(1)          Excludes interest and other costs in connection with the early retirement of senior debt totaling $6.7 million ($4.2 million after tax, or $.22 per diluted share) in the first quarter of 2005.

Mel Payne, Chief Executive Officer, stated, “After preliminary review, we are very pleased to announce that our funeral and cemetery businesses experienced solid year over year gains when compared to the strong first quarter results we posted last year.  Accordingly, we are raising our estimates for the first quarter of 2005.

“Now that our existing operations are improving and our financial flexibility has been restored because of our recent senior note financing, we have established five year goals that include a modest number of new acquisitions.  Assuming we achieve our five year goals, then we would expect our run-rate annual operating results to be as follows (in thousands except per share amounts):

(1)  We presently expect that the majority of the acquisitions will occur during the latter part of the five year period.

We look forward to communicating more details in our first quarter release and conference call next week,” concluded Payne.

CONFERENCE CALL INFORMATION

Carriage Services is scheduled to release first quarter 2005 results on Wednesday, April 27, 2005 after the market closes.  In conjunction with the release, the company has scheduled a conference call, which will be broadcast live over the Internet, for Thursday, April 28, 2005 at 10:30 a.m. eastern time.

What:               Carriage Services First Quarter 2005 Earnings Conference Call

When:            Thursday, April 28, 2005 – 10:30 a.m. eastern time

How:                    Live via phone - By dialing 303-262-2005 and asking for the Carriage Services call at least 10 minutes prior to the start time – OR live over the Internet by logging on to the web address below.

Where:   www.carriageservices.com

A telephonic replay of the conference call will be available through May 5, 2005 and may be accessed by dialing 303-590-3000 and using pass code 11028652.  An audio archive will also be available on the company’s website at www.carriageservices.com shortly after the call and will be accessible for approximately 90 days.  For more information, please contact Karen Roan at DRG&E at 713-529-6600 or email kcroan@drg-e.com.

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Carriage Services is the fourth largest publicly traded deathcare company.  As of April 19, 2005, Carriage operates 134 funeral homes and 30 cemeteries in 28 states.

Carriage Services, Inc.

Reconciliation of Non-GAAP Financial Measures

The statements in this presentation that are not historical facts are forward-looking statements made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995.  These statements may be accompanied by words that convey the uncertainty of future events or outcomes.   These statements are based on assumptions that we believe are reasonable; however, many important factors could cause our actual results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company.  For further information on these risks and uncertainties, see the Company’s Securities and Exchange Commission filings, including our 2004 Annual Report on Form 10-K.  We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events or otherwise.

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