10.5

                          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  Brian   J.   Marlowe   (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 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, 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/ BRIAN J. MARLOWE
                                   ______________________________________
                                              Brian J. Marlowe