Exhibit 10.8


                           TERMINATION AGREEMENT

     This  Termination Agreement ("Agreement") between Stewart Enterprises,
Inc., a Louisiana  corporation  (the "Company"), and Joseph P. Henican, III
("Henican") is dated and effective as of November 15, 1999, (the "Effective
Date").

                           W I T N E S S E T H:

     WHEREAS, Henican and the Company  entered into an employment agreement
(the "Employment Agreement") dated as of  August  1, 1995 and amended as of
October  31,  1998,   pursuant  to which, among other things,  the  Company
agreed to make certain payments and  provide certain benefits to Henican in
the  event that he terminated his employment  with  the  Company  for  Good
Reason  (as  that  term  is  defined  in  Article  III,  paragraph 4 of the
Employment Agreement);

     WHEREAS, Henican wishes to resign from his position as Chief Executive
Officer  of  the  Company  and  terminate  his employment for Good  Reason,
effective November 15,1999;

     WHEREAS, Henican also wishes to resign  from the Board of Directors of
the Company, effective November 15, 1999;

     WHEREAS,   the  Company  wishes  to  accept  such   resignations   and
termination; and

     WHEREAS, the  Company  has  agreed  that  Henican  shall  receive  all
termination  benefits  provided for in the Employment Agreement in the case
of a resignation for Good  Reason,  as  well as certain additional benefits
provided for in this Agreement.

     NOW,  THEREFORE,  in  consideration  of   the   mutual  covenants  and
agreements contained herein, and intending to be legally bound, the parties
agree as follows:

     1.   RESIGNATION  AND  ACCEPTANCE  OF  RESIGNATION.    Henican  hereby
resigns  from  his  position as Chief Executive Officer of the Company  and
from the Board of Directors  of  the  Company and terminates his employment
for Good Reason.  Henican also hereby resigns  from  each position he holds
as a director and/or officer of any subsidiary of the Company.  The Company
hereby accepts such resignations and acknowledges that the resignation from
the position of Chief Executive Officer of the Company  and  termination of
employment  is  for Good Reason, as such term is defined in the  Employment
Agreement.  Each  of  the  foregoing  resignations  is  effective as of the
Effective Date.

     2.   WAIVER OF NOTICE REQUIREMENT.  The Company waives  its  right  to
require  strict  compliance  with  the  notice requirements of Article III,
Paragraph 7 of the Employment Agreement.

     3.   OTHER  COMPENSATION  AND BENEFITS.   The  Company  shall  provide
Henican  the following compensation  and  benefits  in  addition  to  those
provided for  under  the Employment Agreement in the case of termination of
employment  for  Good Reason  (including  without  limitation  Article  IV,
Paragraph 3(a)):

     (a) Through the  close  of  business  on the second anniversary of the
     Effective Date (I.E., November 15, 2001)  the Company shall provide to
     Henican  and his eligible dependents the same  insurance  benefits  as
     were provided  to him immediately prior to the Effective Date, subject
     only to such changes,  if any, as are applicable to the Company's most
     senior  executives generally.   Henican  agrees  to  comply  with  any
     reasonable  request  of the Company for his assistance in assuring the
     eligibility of Henican and his dependents to receive such benefits.

     (b) On or before December  31,  1999, the Company shall pay Henican in
     cash the incentive bonus earned by  him  for  the  fiscal  year  ended
     October 31, 1999, which amount is agreed to be $35,467.

     (c)  Henican  shall  be  entitled  to make whatever disposition of his
     401(k) account as is authorized by the  Company's  401(k)  Plan.   The
     Company  hereby  represents  and  warrants to Henican that he is fully
     vested in all contributions to the  401(k)  Plan made by him or by the
     Company for his account.

     (d)  The  Company  hereby  conveys  to Henican ownership  of  the  IBM
     ThinkPad  600  notebook computer and accompanying  printer  previously
     provided to him  by  the  Company.   Henican  agrees  to  maintain the
     confidentiality  of  all  proprietary  information and/or Confidential
     Information (as defined in the Employment Agreement) that may exist in
     the computer's memory, hard drive or similar hardware.

     4.   EFFECT ON EMPLOYMENT AGREEMENT.  Except  as  modified hereby, the
Employment Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused  this  Agreement to
be executed as of the day and year first above written.

                                   STEWART ENTERPRISES, INC.

                                   By:  /S/  FRANK  B.  STEWART,  JR.
                                      -------------------------------------
                                        Frank B. Stewart, Jr.
                                        Chairman of the Board



                                             /S/  JOSEPH  P.  HENICAN,  III
                                      -------------------------------------
                                        Joseph P. Henican, III