As filed with the Securities and Exchange Commission on April 14, 2000.

                                                  Registration No. 333-
==============================================================================



                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  __________

                           STEWART ENTERPRISES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        LOUISIANA                                         72-0693290
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                        110 VETERANS MEMORIAL BOULEVARD
                           METAIRIE, LOUISIANA 70005
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)

          STEWART ENTERPRISES, INC. 2000 INCENTIVE COMPENSATION PLAN
          STEWART ENTERPRISES, INC. 2000 DIRECTORS' STOCK OPTION PLAN
   STEWART ENTERPRISES, INC. EMPLOYEES' RETIREMENT TRUST (A PROFIT SHARING
                           PLAN) AND TRUST AGREEMENT
                          (FULL TITLES OF THE PLANS)

                                  __________

                                WILLIAM E. ROWE
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           STEWART ENTERPRISES, INC.
                             POST OFFICE BOX 19925
                         NEW ORLEANS, LOUISIANA 70179
                                (504) 837-5880
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              MARGARET F. MURPHY
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE

==============================================================================
   Title of     |    Amount        |   Proposed |    Proposed     |
securities to   |    to be         |   maximum  |     maximum     |   Amount
be registered   | registered(1)    |  offering  |    aggregate    |     of
                |                  |    price   |    offering     |registration
                |                  |  per share |      price      |     fee
-------------------------------------------------------------------------------
Class A Common  | Incentive Plan:  |            |                 |
Stock (no par   |  1,873,732 Shares|$4.281250(2)|$ 8,021,915.13(2)|$2,117.79(2)
value per       |  1,126,268 Shares|$4.343750(3)|$ 4,892,226.63(3)|$1,291.55(3)
share)          |                  |            |                 |
                | Directors' Plan: |            |                 |
                |    200,000 Shares|$4.296875(2)|$   859,375.00(2)|$  226.88(2)
                |    150,000 Shares|$4.343750(3)|$   651,562.50(3)|$  172.01(3)
                | Profit Sharing   |            |                 |
                |     Plan:        |            |                 |
                |  2,000,000 Shares|$4.343750(3)|$ 8,687,500.00(3)|$2,293.50(3)
Total Class A   |  ----------------|            |--------------   |---------
Common Stock    |  5,350,000 Shares|            |$23,112,579.26   |$6,101.73
                |                  |            |                 |
Participation   |                  |            |                 |
interests in    |                  |            |                 |
the Profit      |                  |            |                 |
Sharing Plan    |         --       |$    --     |$     --         |$  --
==============================================================================

(1)Upon a stock split, stock  dividend or similar transaction in the future and
   during the effectiveness of this Registration  Statement  involving  Class A
   Common  Stock  of  the  Company, the  number  of  shares registered shall be
   automatically increased to cover the additional shares  in  accordance  with
   Rule 416(a) under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
   based on the price at  which outstanding options granted under the Plans may
   be exercised.
(3)Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(c) under  the  Securities  Act  of  1933,  based on the
   average of the high and low price per share of the Class A Common  Stock  on
   The Nasdaq Stock Market, Inc. on April 12, 2000.

===============================================================================

<PAGE>

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Stewart Enterprises,
Inc. (the "Company")  with  the  Securities  and  Exchange  Commission (the
"Commission"), are incorporated herein by reference:

     (a)  The  Company's  Annual  Report  on Form 10-K for the fiscal  year
ended  October 31, 1999, filed pursuant to Section  13  of  the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The  Company's  Quarterly  Report  on  Form  10-Q  for the fiscal
quarter  ended  January  31,  2000,  filed  pursuant  to Section 13 of  the
Exchange Act;

     (c)  The Company's Current Report on Form 8-K filed  November 4, 1999,
pursuant to Section 13 of the Exchange Act;

     (d)  The Company's Current Report on Form 8-K filed November 19, 1999,
pursuant to Section 13 of the Exchange Act;

     (e)  The Company's Current Report on Form 8-K filed December 14, 1999,
pursuant to Section 13 of the Exchange Act;

     (f)  The Company's Current Report on Form 8-K filed December 17, 1999,
pursuant to Section 13 of the Exchange Act;

     (g)  The Company's Current Report on Form 8-K filed January  6,  2000,
pursuant to Section 13 of the Exchange Act;

     (h)  The  Company's  Current  Report on Form 8-K filed March 16, 2000,
pursuant to Section 13 of the Exchange Act; and

     (i)  The  description of the Class  A  Common  Stock  of  the  Company
included in Item  1  of  the  Company's  Registration Statement on Form 8-A
dated  September  5, 1991, filed under the Exchange  Act,  incorporated  by
reference from pages  37 through 39 of the Company's Registration Statement
on Form S-1, Registration  No.  33-42336  filed under the Securities Act of
1933.

     All documents   filed  by  the Company and  the  Stewart  Enterprises,
Inc.  Employees'  Retirement  Trust  (A  Profit  Sharing  Plan)  and  Trust
Agreement  (the  "Profit  Sharing  Plan")  with  the   Commission  pursuant
to Sections 13(a), 13(c), 14 and  15(d)  of  the  Exchange  Act  subsequent
to  the  date  of  this  Registration  Statement  and  prior  to  the
filing  of  a  post-effective amendment that

                                II-1

<PAGE>

indicates  that  all  securities offered have been sold or that deregisters
all   securities  then  remaining  unsold  shall,  except   to  the  extent
otherwise provided  by  Regulation S-K or any other rule promulgated by the
Commission, be deemed to  be incorporated by reference in this Registration
Statement and to  be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 83 of the Louisiana Business  Corporation  Law gives Louisiana
corporations broad powers to indemnify their present and  former  directors
and officers and those of affiliated corporations against expenses incurred
in  the defense of any lawsuit to which they are made parties by reason  of
being  or  having  been  such  directors  or  officers; gives a director or
officer who successfully defends an action the  right to be so indemnified,
subject  to  specific conditions and exclusions; and  authorizes  Louisiana
corporations to  buy  directors'  and  officers' liability insurance.  Such
indemnification  is  not  exclusive of any  other  rights  to  which  those
indemnified may be entitled  under  any by-law, agreement, authorization of
shareholders or otherwise.

     Our  By-laws  make  mandatory  the indemnification  of  directors  and
officers permitted by the Louisiana Business Corporation Law.  The standard
to be applied in evaluating any claim for indemnification (excluding claims
for expenses incurred in connection with  the  successful  defense  of  any
proceeding or matter therein for which indemnification is mandatory without
reference to any such standard) is whether the claimant acted in good faith
and  in  a  manner  he reasonably believed to be in, or not opposed to, the
best interests of the  corporation.  With respect to any criminal action or
proceeding, the standard  is  that  the claimant had no reasonable cause to
believe  the  conduct was unlawful.  No  indemnification  is  permitted  in
respect of any  claim,  issue  or  matter as to which a director or officer
shall have been adjudged by a court  of competent jurisdiction to be liable
for willful or intentional misconduct  or  to  have  obtained  an  improper
personal  benefit,  unless,  and  only  to  the extent that the court shall
determine upon application that, in view of all  the  circumstances  of the
case,  he  is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.

     We have  in  effect  a  directors'  and  officers' liability insurance
policy  that  provides for indemnification of our  officers  and  directors
against  losses   arising  from  claims  asserted  against  them  in  their
capacities as officers and directors, subject to limitations and conditions
set forth in such policy.

                                II-2

<PAGE>

     We have entered  into  indemnity agreements with each of our directors
and executive officers, pursuant  to  which  we  have  agreed under certain
circumstances  to purchase and maintain directors' and officers'  liability
insurance, unless  such  insurance  is  not reasonably available or, in the
reasonable  judgment  of  the  Board of Directors,  there  is  insufficient
benefit to us from such insurance.   The  agreements  also  provide that we
will  indemnify each director and executive officer against any  costs  and
expenses,  judgments, settlements and fines incurred in connection with any
claim involving  him  by reason of his position as director or officer that
are in excess of the coverage provided by any such insurance, provided that
he meets certain standards of conduct.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.   (In  lieu  of  filing an opinion of counsel   concerning
          compliance  with  the requirements  of  the  Employee  Retirement
          Income Security Act  of  1974  or  an  Internal  Revenue  Service
          determination letter that the Profit Sharing Plan is    qualified
          under Section 401 of the  Internal  Revenue Code, the undertaking
          permitted  by Item 8(b) of Registration Statement on Form  S-8 is
          included in Item 9(d) of this Registration Statement.)

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period  in  which  offers  or  sales are
being  made,  a post-effective amendment to this registration statement  to
include any material  information  with respect to the plan of distribution
not  previously disclosed in the registration  statement  or  any  material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed
to be a new registration  statement  relating  to  the  securities  offered
therein,  and  the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To  remove  from  registration  by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                II-3
<PAGE>

     (b)  The undersigned registrant hereby undertakes  that,  for purposes
of determining any liability under the Securities Act of 1933, each  filing
of  the  registrant's  annual  report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of  1934  (and, where applicable, each
filing  of  an employee benefit plan's annual report  pursuant  to  section
15(d) of the  Securities  Exchange  Act  of  1934)  that is incorporated by
reference  in  the  registration  statement shall be deemed  to  be  a  new
registration statement relating to  the securities offered therein, and the
offering of such securities at that time  shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of  1933 may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant  has  been  advised that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceedings)  is  asserted by such director, officer
or controlling person in connection with the  securities  being registered,
the  registrant will, unless in the opinion of its counsel the  matter  has
been settled  by  controlling  precedent,  submit to a court of appropriate
jurisdiction the question of whether such indemnification  by it is against
public  policy  as expressed in the Act and will be governed by  the  final
adjudication of such issue.

     (d)  The registrant  will  submit  the  Profit  Sharing  Plan  and any
amendment  thereto  to the Internal Revenue Service (the "IRS") in a timely
manner and will make  all  changes  required by the IRS in order to qualify
the Profit Sharing Plan.


                                II-4


<PAGE>
                                SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it  has  reasonable  grounds to believe
that  it  meets all the requirements for filing on Form S-8  and  has  duly
caused this  Registration  Statement  to  be  signed  on  its behalf by the
undersigned, thereunto duly authorized, in the City of Metairie,  State  of
Louisiana, on April 6, 2000.

                                   STEWART ENTERPRISES, INC.



                                   By:         /S/ WILLIAM E. ROWE
                                      -----------------------------------
                                                  William E. Rowe
                                      President and Chief Executive Officer


                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS that each  person  whose  signature
appears below constitutes  and  appoints  William  E.  Rowe  and Kenneth C.
Budde,  or  either  one  of them, his true and lawful attorney-in-fact  and
agent, with full power of  substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to  this Registration Statement, and to file the
same  with  all  exhibits  thereto,   and  other  documents  in  connection
therewith, with the Securities and Exchange  Commission, granting unto said
attorney-in-fact and agent full power and authority  to do and perform each
and  every  act and thing requisite and ratifying and confirming  all  that
said attorney-in-fact  and  agent  or  his  substitute  or  substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the Securities Act of 1933,  this
Registration  Statement has been signed by the  following  persons  in  the
capacities and on the dates indicated.

        SIGNATURE                    TITLE                DATE
        ---------                    -----                ----

/S/ FRANK B. STEWART, JR.    Chairman of the Board      April 6, 2000
-------------------------
  Frank B. Stewart, Jr.


/S/ WILLIAM E. ROWE        President, Chief Executive   April 6, 2000
-------------------------     Officer and a Director
  William E. Rowe
(Principal Executive
    Officer)


 /S/ KENNETH C. BUDDE       Executive Vice President,   April 6, 2000
-------------------------    Chief Financial Officer
  Kenneth C. Budde                and a Director
(Principal Financial
      Officer)


                                S-1

<PAGE>


/S/ MICHAEL G. HYMEL        Vice President - Corporate  April 6, 2000
-------------------------        Controller and
  Michael G. Hymel           Chief Accounting Officer
(Principal Accounting
      Officer)


/S/  DARWIN C. FENNER              Director             April 6, 2000
-------------------------
  Darwin C. Fenner


-------------------------          Director             April ___, 2000
  Dwight A. Holder


/S/ JOHN P. LABORDE                Director             April 6, 2000
-------------------------
  John P. Laborde


/S/ JAMES W. MCFARLAND             Director             April 6, 2000
-------------------------
 James W. McFarland


/S/ MICHAEL O. READ                Director             April 6, 2000
-------------------------
  Michael O. Read


     THE  PROFIT  SHARING  PLAN.   Pursuant  to  the  requirements  of  the
Securities  Act  of  1933,  the  Profit Sharing Plan Administrator has duly
caused this Registration Statement  to  be  signed  on  its  behalf  by the
undersigned,  thereunto duly authorized, in the City of Metairie, State  of
Louisiana, on April 6, 2000.

                              STEWART ENTERPRISES, INC.
                              (Profit Sharing Plan Administrator)



                              By:  /S/ KENNETH C. BUDDE
                                 -------------------------------
                                          Kenneth C. Budde
                                    Executive Vice President and
                                       Chief Financial Officer



                                S-2
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19495}]
{"company-data": {"conformed-name": "STEWART ENTERPRISES INC", "cik": "0000878522", "assigned-sic": "7200", "irs-number": "720693290", "state-of-incorporation": "LA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34766", "film-number": "601188"}, "business-address": {"street1": "110 VETERANS MEMORIAL BLVD", "city": "METAIRIE", "state": "LA", "zip": "70005", "phone": "5048375880"}, "mail-address": {"street1": "110 VETERANS MEMORIAL BLVD", "city": "METARIE", "state": "LA", "zip": "70005"}}
As filed with the Securities and Exchange Commission on April 14, 2000.

                                                  Registration No. 333-
==============================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  __________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                                  __________

                           STEWART ENTERPRISES, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

        LOUISIANA                                         72-0693290
(STATE OR OTHER JURISDICTION                           (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

                        110 VETERANS MEMORIAL BOULEVARD
                           METAIRIE, LOUISIANA 70005
                       (ADDRESS, INCLUDING ZIP CODE, OF
                         PRINCIPAL EXECUTIVE OFFICES)

          STEWART ENTERPRISES, INC. 2000 INCENTIVE COMPENSATION PLAN
          STEWART ENTERPRISES, INC. 2000 DIRECTORS' STOCK OPTION PLAN
   STEWART ENTERPRISES, INC. EMPLOYEES' RETIREMENT TRUST (A PROFIT SHARING
                           PLAN) AND TRUST AGREEMENT
                          (FULL TITLES OF THE PLANS)

                                  __________

                                WILLIAM E. ROWE
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           STEWART ENTERPRISES, INC.
                             POST OFFICE BOX 19925
                         NEW ORLEANS, LOUISIANA 70179
                                (504) 837-5880
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                  INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                   Copy to:

                              MARGARET F. MURPHY
         JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                            201 ST. CHARLES AVENUE
                       NEW ORLEANS, LOUISIANA 70170-5100

                        CALCULATION OF REGISTRATION FEE

==============================================================================
   Title of     |    Amount        |   Proposed |    Proposed     |
securities to   |    to be         |   maximum  |     maximum     |   Amount
be registered   | registered(1)    |  offering  |    aggregate    |     of
                |                  |    price   |    offering     |registration
                |                  |  per share |      price      |     fee
-------------------------------------------------------------------------------
Class A Common  | Incentive Plan:  |            |                 |
Stock (no par   |  1,873,732 Shares|$4.281250(2)|$ 8,021,915.13(2)|$2,117.79(2)
value per       |  1,126,268 Shares|$4.343750(3)|$ 4,892,226.63(3)|$1,291.55(3)
share)          |                  |            |                 |
                | Directors' Plan: |            |                 |
                |    200,000 Shares|$4.296875(2)|$   859,375.00(2)|$  226.88(2)
                |    150,000 Shares|$4.343750(3)|$   651,562.50(3)|$  172.01(3)
                | Profit Sharing   |            |                 |
                |     Plan:        |            |                 |
                |  2,000,000 Shares|$4.343750(3)|$ 8,687,500.00(3)|$2,293.50(3)
Total Class A   |  ----------------|            |--------------   |---------
Common Stock    |  5,350,000 Shares|            |$23,112,579.26   |$6,101.73
                |                  |            |                 |
Participation   |                  |            |                 |
interests in    |                  |            |                 |
the Profit      |                  |            |                 |
Sharing Plan    |         --       |$    --     |$     --         |$  --
==============================================================================

(1)Upon a stock split, stock  dividend or similar transaction in the future and
   during the effectiveness of this Registration  Statement  involving  Class A
   Common  Stock  of  the  Company, the  number  of  shares registered shall be
   automatically increased to cover the additional shares  in  accordance  with
   Rule 416(a) under the Securities Act of 1933.
(2)Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933,
   based on the price at  which outstanding options granted under the Plans may
   be exercised.
(3)Estimated  solely  for the  purpose  of  calculating  the  registration  fee
   pursuant to Rule 457(c) under  the  Securities  Act  of  1933,  based on the
   average of the high and low price per share of the Class A Common  Stock  on
   The Nasdaq Stock Market, Inc. on April 12, 2000.

===============================================================================
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Stewart Enterprises,
Inc. (the "Company")  with  the  Securities  and  Exchange  Commission (the
"Commission"), are incorporated herein by reference:

     (a)  The  Company's  Annual  Report  on Form 10-K for the fiscal  year
ended  October 31, 1999, filed pursuant to Section  13  of  the  Securities
Exchange Act of 1934 (the "Exchange Act");

     (b)  The  Company's  Quarterly  Report  on  Form  10-Q  for the fiscal
quarter  ended  January  31,  2000,  filed  pursuant  to Section 13 of  the
Exchange Act;

     (c)  The Company's Current Report on Form 8-K filed  November 4, 1999,
pursuant to Section 13 of the Exchange Act;

     (d)  The Company's Current Report on Form 8-K filed November 19, 1999,
pursuant to Section 13 of the Exchange Act;

     (e)  The Company's Current Report on Form 8-K filed December 14, 1999,
pursuant to Section 13 of the Exchange Act;

     (f)  The Company's Current Report on Form 8-K filed December 17, 1999,
pursuant to Section 13 of the Exchange Act;

     (g)  The Company's Current Report on Form 8-K filed January  6,  2000,
pursuant to Section 13 of the Exchange Act;

     (h)  The  Company's  Current  Report on Form 8-K filed March 16, 2000,
pursuant to Section 13 of the Exchange Act; and

     (i)  The  description of the Class  A  Common  Stock  of  the  Company
included in Item  1  of  the  Company's  Registration Statement on Form 8-A
dated  September  5, 1991, filed under the Exchange  Act,  incorporated  by
reference from pages  37 through 39 of the Company's Registration Statement
on Form S-1, Registration  No.  33-42336  filed under the Securities Act of
1933.

     All documents   filed  by  the Company and  the  Stewart  Enterprises,
Inc.  Employees'  Retirement  Trust  (A  Profit  Sharing  Plan)  and  Trust
Agreement  (the  "Profit  Sharing  Plan")  with  the   Commission  pursuant
to Sections 13(a), 13(c), 14 and  15(d)  of  the  Exchange  Act  subsequent
to  the  date  of  this  Registration  Statement  and  prior  to  the
filing  of  a  post-effective amendment that

                                II-1
indicates  that  all  securities offered have been sold or that deregisters
all   securities  then  remaining  unsold  shall,  except   to  the  extent
otherwise provided  by  Regulation S-K or any other rule promulgated by the
Commission, be deemed to  be incorporated by reference in this Registration
Statement and to  be part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 83 of the Louisiana Business  Corporation  Law gives Louisiana
corporations broad powers to indemnify their present and  former  directors
and officers and those of affiliated corporations against expenses incurred
in  the defense of any lawsuit to which they are made parties by reason  of
being  or  having  been  such  directors  or  officers; gives a director or
officer who successfully defends an action the  right to be so indemnified,
subject  to  specific conditions and exclusions; and  authorizes  Louisiana
corporations to  buy  directors'  and  officers' liability insurance.  Such
indemnification  is  not  exclusive of any  other  rights  to  which  those
indemnified may be entitled  under  any by-law, agreement, authorization of
shareholders or otherwise.

     Our  By-laws  make  mandatory  the indemnification  of  directors  and
officers permitted by the Louisiana Business Corporation Law.  The standard
to be applied in evaluating any claim for indemnification (excluding claims
for expenses incurred in connection with  the  successful  defense  of  any
proceeding or matter therein for which indemnification is mandatory without
reference to any such standard) is whether the claimant acted in good faith
and  in  a  manner  he reasonably believed to be in, or not opposed to, the
best interests of the  corporation.  With respect to any criminal action or
proceeding, the standard  is  that  the claimant had no reasonable cause to
believe  the  conduct was unlawful.  No  indemnification  is  permitted  in
respect of any  claim,  issue  or  matter as to which a director or officer
shall have been adjudged by a court  of competent jurisdiction to be liable
for willful or intentional misconduct  or  to  have  obtained  an  improper
personal  benefit,  unless,  and  only  to  the extent that the court shall
determine upon application that, in view of all  the  circumstances  of the
case,  he  is fairly and reasonably entitled to indemnity for such expenses
that the court shall deem proper.

     We have  in  effect  a  directors'  and  officers' liability insurance
policy  that  provides for indemnification of our  officers  and  directors
against  losses   arising  from  claims  asserted  against  them  in  their
capacities as officers and directors, subject to limitations and conditions
set forth in such policy.

                                II-2
We have entered  into  indemnity agreements with each of our directors
and executive officers, pursuant  to  which  we  have  agreed under certain
circumstances  to purchase and maintain directors' and officers'  liability
insurance, unless  such  insurance  is  not reasonably available or, in the
reasonable  judgment  of  the  Board of Directors,  there  is  insufficient
benefit to us from such insurance.   The  agreements  also  provide that we
will  indemnify each director and executive officer against any  costs  and
expenses,  judgments, settlements and fines incurred in connection with any
claim involving  him  by reason of his position as director or officer that
are in excess of the coverage provided by any such insurance, provided that
he meets certain standards of conduct.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.   (In  lieu  of  filing an opinion of counsel   concerning
          compliance  with  the requirements  of  the  Employee  Retirement
          Income Security Act  of  1974  or  an  Internal  Revenue  Service
          determination letter that the Profit Sharing Plan is    qualified
          under Section 401 of the  Internal  Revenue Code, the undertaking
          permitted  by Item 8(b) of Registration Statement on Form  S-8 is
          included in Item 9(d) of this Registration Statement.)

     23.1 Consent of PricewaterhouseCoopers LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P. (included in Exhibit 5).

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period  in  which  offers  or  sales are
being  made,  a post-effective amendment to this registration statement  to
include any material  information  with respect to the plan of distribution
not  previously disclosed in the registration  statement  or  any  material
change to such information in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities  Act of 1933, each such post-effective amendment shall be deemed
to be a new registration  statement  relating  to  the  securities  offered
therein,  and  the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

          (3)  To  remove  from  registration  by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

                                II-3
(b)  The undersigned registrant hereby undertakes  that,  for purposes
of determining any liability under the Securities Act of 1933, each  filing
of  the  registrant's  annual  report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of  1934  (and, where applicable, each
filing  of  an employee benefit plan's annual report  pursuant  to  section
15(d) of the  Securities  Exchange  Act  of  1934)  that is incorporated by
reference  in  the  registration  statement shall be deemed  to  be  a  new
registration statement relating to  the securities offered therein, and the
offering of such securities at that time  shall be deemed to be the initial
bona fide offering thereof.

     (c)  Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of  1933 may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant  has  been  advised that in the opinion of the
Securities and Exchange Commission such indemnification  is  against public
policy  as expressed in the Act and is, therefore, unenforceable.   In  the
event that a claim for indemnification against such liabilities (other than
the payment  by  the registrant of expenses incurred or paid by a director,
officer or controlling  person  of the registrant in the successful defense
of any action, suit or proceedings)  is  asserted by such director, officer
or controlling person in connection with the  securities  being registered,
the  registrant will, unless in the opinion of its counsel the  matter  has
been settled  by  controlling  precedent,  submit to a court of appropriate
jurisdiction the question of whether such indemnification  by it is against
public  policy  as expressed in the Act and will be governed by  the  final
adjudication of such issue.

     (d)  The registrant  will  submit  the  Profit  Sharing  Plan  and any
amendment  thereto  to the Internal Revenue Service (the "IRS") in a timely
manner and will make  all  changes  required by the IRS in order to qualify
the Profit Sharing Plan.

                                II-4
SIGNATURES

     THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it  has  reasonable  grounds to believe
that  it  meets all the requirements for filing on Form S-8  and  has  duly
caused this  Registration  Statement  to  be  signed  on  its behalf by the
undersigned, thereunto duly authorized, in the City of Metairie,  State  of
Louisiana, on April 6, 2000.

                                   STEWART ENTERPRISES, INC.

                                   By:         /S/ WILLIAM E. ROWE
                                      -----------------------------------
                                                  William E. Rowe
                                      President and Chief Executive Officer

                             POWER OF ATTORNEY

     KNOW  ALL  MEN  BY  THESE PRESENTS that each  person  whose  signature
appears below constitutes  and  appoints  William  E.  Rowe  and Kenneth C.
Budde,  or  either  one  of them, his true and lawful attorney-in-fact  and
agent, with full power of  substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to  this Registration Statement, and to file the
same  with  all  exhibits  thereto,   and  other  documents  in  connection
therewith, with the Securities and Exchange  Commission, granting unto said
attorney-in-fact and agent full power and authority  to do and perform each
and  every  act and thing requisite and ratifying and confirming  all  that
said attorney-in-fact  and  agent  or  his  substitute  or  substitutes may
lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the  requirements  of  the Securities Act of 1933,  this
Registration  Statement has been signed by the  following  persons  in  the
capacities and on the dates indicated.

        SIGNATURE                    TITLE                DATE
        ---------                    -----                ----

/S/ FRANK B. STEWART, JR.    Chairman of the Board      April 6, 2000
-------------------------
  Frank B. Stewart, Jr.

/S/ WILLIAM E. ROWE        President, Chief Executive   April 6, 2000
-------------------------     Officer and a Director
  William E. Rowe
(Principal Executive
    Officer)

 /S/ KENNETH C. BUDDE       Executive Vice President,   April 6, 2000
-------------------------    Chief Financial Officer
  Kenneth C. Budde                and a Director
(Principal Financial
      Officer)

                                S-1
/S/ MICHAEL G. HYMEL        Vice President - Corporate  April 6, 2000
-------------------------        Controller and
  Michael G. Hymel           Chief Accounting Officer
(Principal Accounting
      Officer)

/S/  DARWIN C. FENNER              Director             April 6, 2000
-------------------------
  Darwin C. Fenner

-------------------------          Director             April ___, 2000
  Dwight A. Holder

/S/ JOHN P. LABORDE                Director             April 6, 2000
-------------------------
  John P. Laborde

/S/ JAMES W. MCFARLAND             Director             April 6, 2000
-------------------------
 James W. McFarland

/S/ MICHAEL O. READ                Director             April 6, 2000
-------------------------
  Michael O. Read

     THE  PROFIT  SHARING  PLAN.   Pursuant  to  the  requirements  of  the
Securities  Act  of  1933,  the  Profit Sharing Plan Administrator has duly
caused this Registration Statement  to  be  signed  on  its  behalf  by the
undersigned,  thereunto duly authorized, in the City of Metairie, State  of
Louisiana, on April 6, 2000.

                              STEWART ENTERPRISES, INC.
                              (Profit Sharing Plan Administrator)

                              By:  /S/ KENNETH C. BUDDE
                                 -------------------------------
                                          Kenneth C. Budde
                                    Executive Vice President and
                                       Chief Financial Officer

                                S-2