Exhibit 10.4

                        AMENDMENT NO. 1 TO
                    CHANGE OF CONTROL AGREEMENT

     This  Amendment No. 1 to Change of Control 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 a Change of Control Agreement
with the Employee dated as of  January  1,  1997  (the  "Change  of Control
Agreement"); and

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

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

     SECTION 1.  CHANGE OF CONTROL  AGREEMENT.  Except as expressly amended
herein, all of the terms and provisions  of the Change of Control Agreement
shall remain in full force and effect.

     SECTION 2.  AMENDMENT TO ARTICLE I, SECTION  1.1.   Article I, Section
1.1 of the  Change of Control  Agreement is hereby  amended to  read in its
entirety as follows:

     1.1  EMPLOYMENT AGREEMENT.  After a Change of Control (defined below),
this Agreement supersedes the Employment Agreement dated as  of  January 1,
1997  as  amended  by  Amendment  No.  1  dated  as  of January 1, 1997 and
Amendment  No.  2 dated as of November 1, 1997, between  Employee  and  the
Company (the "Employment  Agreement")  except  to  the  extent that certain
provisions  of  the  Employment  Agreement  are  expressly incorporated  by
reference  herein.   After  a  Change  of  Control  (defined   below),  the
definitions  in  this  Agreement  supersede  definitions  in the Employment
Agreement,  but  capitalized terms not defined in this Agreement  have  the
meanings given to them in the Employment Agreement.

     SECTION 3.  AMENDMENT TO ARTICLE II, SECTION 2.2.  Article II, Section
2.2, paragraph (b)  of the Change of Control Agreement is hereby amended to
read in its entirety as follows:

          (b) BONUS.   For  the period beginning November 1, 1997, the
     Employee shall be eligible to receive a bonus (the "Bonus") of up
     to  $200,000 for each 12-month  period  thereafter.   Such  Bonus
     shall  be comprised of two elements, the quantitative element and
     the qualitative element:

               (i)  The  quantitative element shall be equal to 75% of
          the maximum Bonus  of  $200,000  and  shall  be based on the
          attainment  of  certain  goals  to  be  established  by  the
          Company's compensation committee, or any  similar  body, and
          Employee.

               (ii)  The  qualitative  element  shall  be  25%  of the
          maximum  Bonus  of  $200,000  and  shall  be  awarded at the
          discretion  of  the  Company's  Chairman of the Board.   The
          Chairman of the Board 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 date on which the information needed  to  calculate
     the Bonus becomes available.

     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.