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 20, 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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 7.01.  Regulation FD Disclosure

On April 21, 2005, the Company is making a presentation at the Merrill Lynch Deathcare Conference in New York City.  A copy of the slide presentation, which will be presented at the conference, is attached hereto as Exhibit 99.1.  The slide presentation is available at the Company’s website www.carriageservices.com.

The presentation and the information in this report are being furnished in accordance with Regulation FD and not “filed” with the Securities and Exchange Commission. Accordingly, the information in this report is not incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, and will not be so incorporated by reference into any future registration statement unless specifically identified as being incorporated by reference.

Item 9.01.  Financial Statements and Exhibits.

(c)           Exhibits

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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

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[LOGO]

Carriage Services

(NYSE: CSV)

2005 Merrill Lynch Deathcare Conference

April 21, 2005

Forward-Looking Statements

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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Introduction

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Industry Overview

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Strong Free Cash Flow

•                  Our Free Cash Flow is Simple, Predictable and Transparent

(1)           Excludes a charge for early retirement for debt of $6.7 million ($4.2 million after tax, or $0.22 per diluted share), and excludes any gains or losses associated with asset dispositions.

(2)           Excludes payment of cumulative deferred distributions associated with our TIDES and additional interest paid on senior debt retired early.

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Industry Landscape

Industry free cash flows driven by EBITDA Margins, Cash Interest, Cash Taxes, Total
Capital Expenditures and Preneed Obtaining Costs.

(1)           Merrill Lynch estimates

(2)           Uses Merrill Lynch’s cash from operations estimate less the mid-point of the Company’s total capital expenditure outlook

(3)           At most recent fiscal year end

(4)           Johnson Rice & Company Estimates

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Death Care Industry

•                  Highly fragmented industry

•                  Approximately 22,000 funeral homes and 10,000 cemeteries in the U.S.

•                  Dominated by independent operators

•                  Businesses traditionally transferred to successive family generations, but succession issues building

•                  Public companies tend to own larger institutional and urban/suburban businesses

•                  Local heritage and leadership critical to maintain and grow market share

•                  Growing demand for cremations

•                  Only minimal acquisitions completed in last five years

Industry Revenue Share

[CHART]

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Trends: Death Rates and Demographics

•                  National death rate declined year-over-year from 2001 to 2003, the first back to back to back decline since the mid-1970s

•                  Decrease in births from 1921 – 1936 may have contributed to decline

Historical Births & Possible Death Trends

*Assumes 72 Year Average Life from 1910 - 2010

[CHART]

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•                  The U.S. population and “baby boom” generation are aging, leading to an expected future increase in the death rate

•                  Historically, approximately 68% of deaths occur at age 65 and older

•                  Number of people age 65 and over is expected to increase from 36.7 million in 2005 to 40.2 million in 2010 and to 54.6 million in 2020; 9.5% and 48.8% increases, respectively

Source: U.S. Census Bureau.

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Trends: Cremation Rates

Cremation as a percentage of total funerals increasing and trend will continue

•                  Higher margin versus burial services, but lower revenue per service

•                  Carriage rolling out innovative, high quality cremation packages to offer client families choices and to capitalize on rising cremation trend

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Company Overview

Carriage History

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Carriage Services Today

[GRAPHIC]

•                  Operations in 28 states

•                  Focus on attractive suburban markets

•                  134 Funeral Homes

•                  30 Cemeteries (includes 5 Combos)

•                  Market leader (#1 or #2) in over 70% of locations

•                  2^nd most profitable funeral and cemetery operations among public companies

Carriage Services is the 4th largest funeral and cemetery services
company in the U.S., with strong positions in East and West regions

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Guiding Principles

“We are committed to being the most professional, ethical and highest quality funeral and cemetery service organization in our industry.” To achieve our mission, we are committed to the following principles:

•                  Honesty, Integrity and Quality in all that we do

•                  Hard work, pride of accomplishment and shared success through employee ownership

•                  Belief in the power of people though individual initiative and teamwork

•                  Outstanding service and profitability go hand-in-hand

•                  Growth of the Company is driven by decentralization and partnership

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Business Strategy –
Focus on Leadership and Entrepreneurial Principles

•                  Decentralized and entrepreneurial operating model

•                  Alignment of incentives and drivers of success

•                  Focus on upgrading people and effective use of technology

•                  Strong local leadership will grow market share and improve profitability

•                  Strategic standards model to evaluate acquisition candidates

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Funeral Operations – “Being the Best” Standards

Established standards are used to determine variable compensation and are tailored to reflect size of business and cremation mix

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Financial Overview

Financial Outlook for 2005

(1)           Excludes a charge for early retirement for debt of $6.7 million ($4.2 million after tax, or $0.22 per diluted share), and excludes any gains or losses associated with asset dispositions.

(2)           Excludes payment of cumulative deferred distributions associated with our TIDES and additional interest paid on senior debt retired early.

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Strong and Improving Financial Performance

Carriage has historically generated the 2nd highest EBITDA margins in the industry

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Funeral Home Operations

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Cemetery Operations

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Financial Strategy to Facilitate Growth

Pro Forma Capitalization and Credit Statistics

($ in millions)

Pro Forma Capitalization

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Term Income Deferrable Equity Securities (TIDES)

•                  Carriage Issued $93.75 million of 7% convertible preferred securities in 1999

•                  Matures in 2029

•                  Subordinated to all indebtedness

•                  Distributions may be deferred for up to 5 years at Carriage’s option

•                  By bringing distributions current, deferral period can be reset unlimited number of times

•                  Practical implications of the TIDES include:

•                  Issued in lieu of common stock (low share count)

•                  Inexpensive capital (7% tax-deductible coupon)

•                  No call provision, even upon change in control

•                  Possible future exchange for common equity, if accretive

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Disciplined Growth Strategy

•                  No meaningful acquisitions for the last five years

•                  Inventory of potential sellers with succession issues is building

•                  Sellers are extremely wary of operating style and reputation of buyer

•                  Carriage Services – excellent reputation re: operating style

•                  Smaller size and new operating model gives Carriage a competitive advantage

•                  Price expectations for quality operators range from 5 to 6 x EBITDA

•                  Selective acquisition of high quality independent businesses

•                  Leading market share

•                  “Being the Best” standards (quantitative and qualitative)

•                  “Sweet spot” in 300+ or larger calls per business (at least $2.0 million in annual revenue)

•                  Growing suburban markets of 100,000+ with favorable demographic trends

•                  Funded from free cash flow

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Financial & Growth Strategy – 2005-2009

2005-2006

•                  Continue to improve existing portfolio free cash flow

•                  Build cash to $36 – $40 million by December 2006 assuming no acquisitions

•                  Using cash, acquire new operating assets selectively and cautiously

2007-2009

•                  Accelerate acquisition pace if quantity and quality of acquisitions warrant.

Five-Year Goals

•                  $195 million of revenue

•                  $55 million of EBITDA without additional leverage

•                  $0.70 EPS without additional equity

•                  $20 million free cash flow after cash taxes

•                  Improve credit profile by decreasing leverage ratios

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Valuation Analysis

Key Investment Considerations

•                  Dominant Market Presence - Carriage has #1 or #2 market share positions in over 70% of its markets

•                  Superior Profitability - Carriage has the second highest gross profit and EBITDA margins of the public death care companies

•                  Strong and Flexible Capital Structure -  With low cost, long-term liabilities

•                  Predictable and Growing Free Cash Flow

•                  Small is Beautiful - Small size enables material performance increase from future acquisitions

•                  Substantial Long-Term Appreciation Potential – Due to small share count and ability to use FCF for growth versus issuing equity or debt

•                  Attractive Valuation

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Attractive Valuation

PE Multiple Comparison

(1) Merrill Lynch diluted EPS estimate.

(2) Closing price on April 18, 2005

(3) 2005 EPS estimate is midpoint of company outlook.

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EBITDA Multiple Comparison

(1) Enterprise value data from Yahoo Finance, except Carriage Services.

(2) Merrill Lynch EBITDA estimate.

(3) Assumes TIDES at par value, pro forma for recent senior notes offering.

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FCF Yield & Multiple Comparison

(1) Equity market cap data from Yahoo Finance.

(2) 2005 FCF estimate uses Merrill Lynch’s cash from operations estimate less midpoint of Company’s total capex outlook.

(3) Merrill Lynch FCF estimate.

(4) 2005 FCF estimate uses mid-point of company outlook.

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Bond Yields & Spread

FCF Yields & Spreads vs. Bond Yields & Spreads

(1) 2005 FCF equity yield less yield of 10 year treasury bond

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Key Investment Considerations

•                  Dominant Market Presence - Carriage has #1 or #2 market share positions in over 70% of its markets

•                  Superior Profitability - Carriage has the second highest gross profit and EBITDA margins of the public death care companies

•                  Strong and Flexible Capital Structure -  With low cost, long-term liabilities

•                  Predictable and Growing Free Cash Flow

•                  Small is Beautiful - Small size enables material performance increase from future acquisitions

•                  Substantial Long-Term Appreciation Potential – Due to small share count and ability to use FCF for growth versus issuing equity or debt

•                  Attractive Valuation

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Presentation of Financial Information

Disclosure of Non-GAAP Performance Measures

We report our financial results in accordance with generally accepted accounting principles (“GAAP”).  However, management believes that certain non-GAAP performance measures and ratios, which management uses in managing our business, may provide users of this financial information additional meaningful comparisons between results in historical periods.

We refer to the term “EBITDA” and “free cash flow” in various places of our financial discussion.  EBITDA is defined by us as net income from continuing operations before interest expense and other financing costs, income tax expense, and depreciation and amortization expense.  Free cash flow is defined by us as cash provided by continuing operations less capital expenditures.  EBITDA and free cash flow are not measures of operating performance under generally accepted accounting principles, or GAAP, and should not be considered in isolation nor construed as an alternative to operating profit, net income (loss) or cash flows from operating, investing or financing activities, each as determined in accordance with GAAP.  You should also not consider EBITDA or free cash flow as measures of liquidity.  Moreover, since EBITDA and free cash flow are not measures determined in accordance with GAAP and thus are susceptible to varying interpretations and calculations, EBITDA and free cash flow as presented, may not be comparable to similarly titled measures presented by other companies.

Reconciliation of Net Income from continuing operations to EBITDA from continuing operations:

Reconciliation of Gross Profit from funeral home operations to EBITDA from continuing funeral home operations:

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Reconciliation of Gross Profit from cemetery operations to EBITDA from continuing cemetery operations:

We define free cash flow as cash provided by continuing operating activities less capital expenditures for property, plant and equipment. Additionally, to remove the impact from the deferrals and payment of interest on the convertible junior subordinated debenture, free cash flow has been adjusted.

Reconciliation of cash provided by continuing operations to free cash flow are provided in the following table (in 000s):

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[LOGO]

Carriage Services

(NYSE: CSV)

2005 Merrill Lynch Deathcare Conference

April 21, 2005