Exhibit 10.12

                          AMENDMENT NO. 1
                                TO
                       EMPLOYMENT AGREEMENT


     This  Amendment  No.  1 to Employment Agreement is made as of the 31st
day of October, 1998, by and between Stewart Enterprises, Inc., a Louisiana
corporation (the "Company"), and William E. Rowe (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 August 1, 1995 (the "Employment Agreement"); and

     WHEREAS, the Company and  the  Employee have agreed to a change in the
bonus for which the Employee is eligible,  effective  November  1, 1997, as
set forth herein.

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

     SECTION  1.  Except as expressly amended herein, all of the terms  and
provisions of the  Employment  Agreement  shall  remain  in  full force and
effect.

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

          2. BONUS.  (a)  Beginning November  1,  1997,  the  Employee
     shall  be eligible to receive an annual incentive bonus ("Bonus")
     determined  as  provided  below.  The maximum bonus for which the
     Employee shall be eligible  ("Maximum Bonus") shall be determined
     in  accordance  with  the  Company's   Executive   Maximum  Bonus
     Calculation Statement attached as Exhibit A hereto.  For purposes
     of such calculation, the Employee's Maximum Bonus shall be:

                    *   $0 at the Below Threshold level
                    *   $100,000 at the Threshold level
                    *   $350,000 at the Target level
                    *   $500,000 at the Outstanding level

          (b) The percentage of the Maximum Bonus that the  Employee  shall
     be eligible to receive shall be based upon two factors:

          (i)   75%  of the Maximum Bonus will be awarded based on earnings
     per share growth; and

          (ii)  25% of  the  Maximum  Bonus  will  be  awarded based on the
     attainment of other objectives that will be established  by  the Chief
     Executive Officer.

          (c)  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.

          (d) With respect to Fiscal Years prior to the Fiscal  Year ending
     October  31, 1998, the Employee's Bonus shall be as set forth  in  the
     employment agreement in effect for the relevant period.



     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/ WILLIAM E. ROWE
                                       --------------------- 
                                           William E. Rowe