UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


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FORM 10-K/A


(Amendment No. 1)


ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended, December 31, 2012oroTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______________ to _____________


Commission file number: 1-11961


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CARRIAGE SERVICES, INC.


(Exact name of registrant as specified in its charter)


Delaware76-0423828(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)


3040 Post Oak Blvd., Suite 300, Houston, Texas77056(Address of principal executive offices)(Zip Code)


Registrant’s telephone number, including area code: (713) 332-8400


Securities registered pursuant to Section 12(b) of the Act:


(Title of each class)(Name of each exchange on which registered)Common Stock, $.01 Par ValueNew York Stock Exchange


Securities registered pursuant to Section 12(g) of the Act:


None


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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.     Yes  ̈ No ý


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ̈ No ý


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerator filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated fileroAccelerated filerýNon-Accelerated filero(Do not check if a smaller reporting company)Smaller Reporting Companyo


Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Securities Exchange Act of 1934.     Yes  ̈ No ý


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012 was approximately $130.5 million based on the closing price of $8.32 per share on the New York Stock Exchange.


The number of shares of the registrant’s Common Stock, $.01 par value per share, outstanding as of April 1, 2013 was 18,152,013.


DOCUMENTS INCORPORATED BY REFERENCE


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Portions of the registrant's definitive proxy statement for its 2013 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission within 120 days of December 31, 2012, are incorporated in Part III of this Annual Report on Form 10-K.





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EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K (this “Amendment”) amends our Annual Report on Form 10-K (“Form 10-K”) for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on March 18, 2013, and is being filed solely to amend Exhibits 31.2 and Exhibit 32 to provide the correct signatory as required by Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.





No other changes have been made to the Form 10-K.  This Amendment does not reflect any subsequent events occurring after original filing date of the Form 10-K or modify or update in any way disclosures made in the original filing of the Form 10-K.





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PART IV


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|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of this Amendment:


Exhibit No.Description31.1Certification of Periodic Financial Reports by Melvin C. Payne in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification of Periodic Financial Reports by L. William Heiligbrodt in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.32Certification of Periodic Financial Reports by Melvin C. Payne and L. William Heiligbrodt in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350.








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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 5, 2013.








CARRIAGE SERVICES, INC.By:/s/ Melvin C. PayneMelvin C. PayneChairman of the Board and Chief Executive Officer











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EXHIBIT INDEX





Exhibit No.Description31.1Certification of Periodic Financial Reports by Melvin C. Payne in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.31.2Certification of Periodic Financial Reports by L. William Heiligbrodt in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.32Certification of Periodic Financial Reports by Melvin C. Payne and L. William Heiligbrodt in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350.