EXHIBIT 10.3

                                   AMENDMENT NO. 2
                                         TO
                                 EMPLOYMENT AGREEMENT


               This  Amendment  No. 2 to Employment Agreement is made as of
          the  1st  day  of  November,   1997,   by   and  between  Stewart
          Enterprises, Inc., a Louisiana corporation (the  "Company"),  and
          Raymond C. Knopke, Jr. (the "Employee").

                                 W I T N E S S E T H:

               WHEREAS,   the   Company  has  entered  into  an  Employment
          Agreement with the Employee  dated  as  of  January  1,  1997, as
          amended  by  Amendment No. 1 to Employment Agreement dated as  of
          January 1, 1997 (as amended, the "Employment Agreement"); and

               WHEREAS,  the  Company  has  approved, effective November 1,
          1997, an increase in the Employee's maximum bonus to $200,000.

               NOW  THEREFORE,  the  Company  and  the  Employee  agree  as
          follows:

               Article II Section 2 of the Employment  Agreement  is hereby
          amended to read in its entirety as follows:

                    2.  Bonus.  For the period beginning November
               1, 1996 and ending October 31, 1997, the Employee shall
               be eligible  to  receive a bonus (the "Bonus") of up to
               $150,000.  For the  period  beginning November 1, 1997,
               the maximum Bonus shall be increased  to  $200,000  per
               fiscal  year of the Company ("Fiscal Year"). Such Bonus
               shall  be  comprised of  two elements, the quantitative
               element and  the qualitative  element:


                         (a) The quantitative element shall  be  equal
               to  75%  of the maximum Bonus and shall be based on the
               attainment  of  certain  goals to be established by the
               Company's Compensation Committee and Employee.

                         (b) The qualitative  element  shall be 25% of
               the   maximum  Bonus  and  shall  be  awarded  at   the
               discretion   of   the  President.   The  President  and
               Employee  shall establish  incentive  goals  and  other
               criteria for the award of the qualitative element.

                    The Bonus  shall  be paid in cash no later than 30
               days  following  the filing  of  the  Company's  annual
               report on Form 10-K  for  the  Fiscal Year in which the
               Bonus has been earned.


               IN  WITNESS WHEREOF, the parties  hereto  have  caused  this
          Amendment to be duly executed and signed as of the date indicated
          above.

                                          STEWART ENTERPRISES, INC.


                                          By: /s/ James W. McFarland
                                             ---------------------------------
                                               James W. McFarland
                                               Compensation Committee Chairman


                                             EMPLOYEE:

                                               /s/ Raymond C. Knopke, Jr.
                                              --------------------------------
                                                 Raymond C. Knopke, Jr.