February 19, 1999
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. David Leeb
RE: Carriage Services, Inc.
Form S-1
Registration No. 333-70715
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Carriage
Services, Inc. (the "Company") hereby requests that the above captioned
Registration Statement be withdrawn as of the date hereof or as soon thereafter
as practicable.
The withdrawal requested hereby is being sought for the following reasons: (a)
the Company has determined that it is not in its best interests to conduct the
offering of the common stock contemplated in the Registration Statement at this
time; (b) no shares of common stock have been offered or sold pursuant to the
Registration Statement; (c) neither the Company nor its underwriters have
circulated preliminary prospectuses in connection with the proposed offering or
otherwise engaged in active marketing of the common stock; and (d) market
conditions are currently unfavorable. Therefore, the withdrawal is consistent
with the public interest and the protection of investors.
Very truly yours,
/s/ MELVIN C. PAYNE
Melvin C. Payne
Chairman of the Board and
Chief Executive Officer
