Sec Form 4/A Filing - FOSTER VINCENT D @ CARRIAGE SERVICES INC - 2011-11-08

FORM 4/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FOSTER VINCENT D 2. Issuer Name and Ticker or Trading Symbol CARRIAGE SERVICES INC [ CSV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1300 POST OAK BLVD., STE. 800 3. Date of Earliest Transaction (MM/DD/YY) 11/08/2011 (Street) HOUSTON, TX77056 4. If Amendment, Date Original Filed (MM/DD/YY) 11/10/2011 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/08/2011 M 24,000 A ( 1 ) $ 4.465 185,450 D Common Stock 11/08/2011 F 18,398 ( 2 ) D $ 5.8247 167,052 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Options $ 4.5 11/08/2011 M 6,000 05/07/2002 05/07/2012 Common 6,000 $ 0 0 D Options $ 3.6 11/08/2011 M 6,000 05/13/2003 05/18/2013 Common 6,000 $ 0 0 D Options $ 4.95 11/08/2011 M 6,000 05/18/2004 05/18/2014 Common 6,000 $ 0 0 D Options $ 4.81 11/08/2011 M 6,000 05/25/2006 05/25/2016 Common 6,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOSTER VINCENT D 1300 POST OAK BLVD., STE. 800 HOUSTON, TX77056 X Signatures /S/Vincent D. Foster 11/15/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common stock was acquired thus the notation of "D" in original filing on November 10, 2011 has now been changed to A. ( 2 )Represents 18,398 shares withheld on November 8, 2011 to cover the payment of the exercise price associated with the exercise of the options previously granted to the Reporting Person under the Carriage Services Director Stock Incentive Plan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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