AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT AND

AMENDMENT NO. 3 TO CHANGE OF CONTROL AGREEMENT

                   
This Amendment No. 3 to Employment Agreement and Amendment No. 3 to Change of
Control Agreement is made as of the 31st day of October, 2000, 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 an Employment Agreement with the Employee
dated as of August 1, 1995, which has been previously amended two times (as
amended, the "Employment Agreement");

                   
WHEREAS, the Company has entered into a Change of Control Agreement with the
Employee dated as of December 5, 1995, which has been previously amended two
times (as amended, the "Change of Control Agreement"); and

                   
WHEREAS, the Company and the Employee have agreed to an extension of the terms
of the Employment Agreement and the Change of Control Agreement and an increase
in salary, as set forth herein.

                   
NOW, THEREFORE, for and in consideration of the continued employment of Employee
by the Company and the payment of wages, salary and other compensation to
Employee by the Company, the parties hereto agree as follows, effective
October 31, 2000:

                   
Section 1.     Except as expressly amended herein, all
of the terms and provisions of the Employment Agreement and Change of Control
Agreement shall remain in full force and effect.

                   
Section 2.     Article I, Section 2 of the Employment
Agreement is hereby amended to read in its entirety as follows:


  
            Employment
    Term.     The term of this Agreement (the
    "Employment Term") shall commence on the Agreement Date and shall
    continue through October 31, 2001, subject to any earlier termination
    of Employee's status as an employee pursuant to this Agreement.

  



                   
Section 3.     Article II, Section 1 of the Employment
Agreement is hereby amended to read in its entirety as follows:


  
            1.        
    Salary.     Beginning November 1, 2000, a salary ("Base
    Salary") at the rate of $380,000 per fiscal year of the Company
    ("Fiscal Year"), payable to the Employee at such intervals as other salaried
    employees of the Company are paid.

  



                   
Section 4.     Article II, Section 2.1(a) of the Change
of Control Agreement is hereby amended to read in its entirety as follows:


  
            2.1    
    Employment Term and Capacity after Change of Control. (a) If a Change
    of Control occurs on or before October 31, 2001, then the Employee's
    employment term (the "Employment Term") shall continue through the
    second anniversary of the Change of Control, subject to any earlier
    termination of Employee's status as an employee pursuant to this
    Agreement.

  



                   
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/   Brian J. Marlowe      
                             

                         
      Brian J. Marlowe