Exhibit 10.21
                          AMENDMENT NO. 2
                                TO
                       EMPLOYMENT AGREEMENT


     This  Amendment  No.  2 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 Richard O. Baldwin, 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 August  1,  1995  as  amended  by  Amendment  No. 1 to
Employment   Agreement  dated  as  of  August  1,  1997  (as  amended,  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
                    *   $45,000 at the Threshold level
                    *   $200,000 at the Target level
                    *   $270,000 at the Outstanding level

          (b) For the Fiscal Year  ending  October 31, 1998, 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 and the President.

          (c)  Beginning  November  1, 1998, the percentage of the  Maximum
     Bonus that the Employee shall be  eligible  to  receive shall be based
     upon three factors:

          (i)  25% of the Maximum Bonus will be awarded  based  on earnings
     per share growth;

          (ii)  50% of the Maximum Bonus will be awarded based on  business
     unit earnings; and

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

          (d)  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.

          (e) 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/ RICHARD O. BALDWIN, JR.
                                     -----------------------------
                                          Richard O. Baldwin, Jr.