10.3

                          AMENDMENT NO. 2
                                TO
                    CHANGE OF CONTROL AGREEMENT

     This  Amendment No. 2 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  Kenneth   C.   Budde   (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 as amended by Amendment No.
1 to Change of Control Agreement  dated  as of May 1, 1998 (as amended, the
"Change of Control Agreement").

     WHEREAS, the Company and the Employee  have  agreed to a change in the
Employee's 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 January 1, 1997, Amendment No. 2 dated as of May 1,
     1998  and  Amendment No. 3 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, paragraph (b) of the Change of Control  Agreement is hereby amended to
read in its entirety as follows:

          (b)  BONUS.   An  annual incentive bonus  (the  "Bonus")  of
     $270,000, 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/ KENNETH C. BUDDE
                                   ______________________________________
                                            Kenneth C. Budde