10.8

                          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  Ronald   H.   Patron   (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 May 1, 1998 and Amendment No. 2 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
     $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/ RONALD H. PATRON
                                   ______________________________________
                                              Ronald H. Patron