10.9

                          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,  1998,  by  and  between  Stewart Enterprises, Inc., a
Louisiana  corporation  (the  "Company"),  and  Gerard  C.  Alexander  (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 December 5, 1995 (the "Change of Control
Agreement").

     WHEREAS, the Company and the  Employee  have agreed to a change in the
Employee's salary and bonus, as set forth herein.

     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 August 1, 1995 as amended by  Amendment No.
     1 dated as of October 31, 1998, 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, paragraphs (a) and (b) of the Change of Control  Agreement  are hereby
amended to read in their entirety as follows:

          (a) SALARY. A salary ("Base Salary") at the rate of $200,000
     per  year,  payable  to  the  Employee  at such intervals no less
     frequent than the most frequent intervals  in  effect at any time
     during  the 120-day period immediately preceding  the  Change  of
     Control or,  if  more favorable to the Employee, the intervals in
     effect at any time  after  the  Change  of Control for other peer
     employees of the Company and its affiliated companies.

          (b)  BONUS.   An  annual incentive bonus  (the  "Bonus")  of
     $150,000, to the extent  not  already  received, shall be paid in
     cash (1) no later than November 30 of each  year  or  (2)  if the
     Employee  elects  to  receive  the  Bonus  in  the  calendar year
     following the year in which it was earned, between January  1 and
     January 15 of such following year.

     SECTION 4.  AMENDMENT TO ARTICLE II, SECTION 2.4.  Article II, Section
2.4, paragraph (a) of the Change of Control Agreement is hereby amended  to
read in its entirety as follows:

          (a)  TERMINATION  BY  COMPANY  FOR REASONS OTHER THAN DEATH,
     DISABILITY OR CAUSE; BY EMPLOYEE FOR  GOOD  REASON.   If, after a
     Change  of  Control  and  during the Employment Term, the Company
     (or, if applicable the ultimate  parent  company), terminates the
     Employee's employment other than for Cause,  death or Disability,
     or  the  Employee  terminates  employment  for Good  Reason,  the
     Company shall pay to the Employee in a lump sum in cash within 30
     days of the Date of Termination an amount equal  to  three  times
     the sum of (i) the amount of Base Salary in effect at the Date of
     Termination, plus (ii) the Employee's Bonus.

     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.

                                         /s/ JAMES W. MCFARLAND
                                   By:___________________________________
                                             James W. McFarland
                                        Compensation Committee Chairman

                                   EMPLOYEE:

                                         /s/ GERARD C. ALEXANDER
                                   ______________________________________
                                             Gerard C. Alexander