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Exhibit 3.2
 BY-LAWS
OF
STEWART ENTERPRISES, INC.
 SECTION 1
 OFFICES
 1.1 Principal Office.
 1.2 Additional offices.
 SECTION 2
 SHAREHOLDERS MEETINGS
 2.1 Place of Meetings.
 2.2 Annual Meetings; Notice Thereof.
 2.3 Special Meetings.




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2.4 Notice of Meetings.
 2.5 List of Shareholders.
 2.6 Quorum.
 2.7 Voting.
 2.8 Proxies.
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2.9 Adjournments.
 2.10 Withdrawal.
 2.11 Lack of Quorum.
 2.12 Presiding Officer.
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2.13 Definition of Shareholder.
 2.14 Business to be Conducted at Annual and Special Meetings of Shareholders.
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SECTION 3
 DIRECTORS
 3.1 Number.
 3.2 Powers.
 3.3 Election
 3.4 General Election.
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3.5 Vacancies.
 3.6 Filling Vacancies.
 3.7 Notice of Shareholder Nominees.
 a.
    
    as to each person whom the shareholder proposes to nominate for election or
reelection as a director the name, age, business address and residential address of
such person, the principal occupation or employment of such person, the class and
number of shares of capital stock of the Corporation of which such person is the
beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934), such persons
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written consent to being named in the proxy statement as a nominee and to serve as a
director if elected and any other information relating to such person that would be
required to be disclosed in solicitations of proxies for election of directors, or
would be otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934; andb.
    
    as to the shareholder of record giving the notice, (i) the name and address
of such shareholder and (b) the class and number of shares of capital stock of the
Corporation of which such shareholder is the beneficial owner (as defined in Rule
13d-3 promulgated under the Securities Exchange Act of 1934). If requested in writing
by the Secretary the Corporation at least 15 days in advance of the meeting, such
shareholder shall disclose to the Secretary, within ten days of such request, whether
such person is the sole beneficial owner of the shares held of record by him, and, if
not, the name and address of each other person known by the shareholder of record to
claim or have a beneficial interest in such shares.
  3.8 Directors Elected by Preferred Shareholders.
 3.9 Compensation of Directors.
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3.10 Vice Chairman of the Board.
 SECTION 4
 MEETINGS OF THE BOARD
 4.1 Place of Meetings.
 4.2 Regular Meetings; Notice.
 4.3 Special Meetings; Notice.
 4.4 Waiver of Notice.
 4.5 Quorum.
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4.6 Withdrawal.
 4.7 Action by Consent.
 4.8 Meetings by Telephone or Similar Communication.
 SECTION 5
 COMMITTEES OF THE BOARD
 5.1 General.
 5.2 Standing Committees.
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SECTION 6
 REMOVAL OF BOARD MEMBERS
  SECTION 7
 NOTICES
 7.1 Form of Delivery.
 7.2 Waiver.
 SECTION 8
 OFFICERS
 8.1 Designations
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8.2 Duties and Terms of Office.
 8.3 The Chairman of the Board.
 8.4 The Chief Executive Officer and President.
 8.5 The Secretary.
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8.6 The Treasurer.
 SECTION 9
 STOCK
 9.1 Certificates.
 9.2 Missing Certificates.
 9.3 Transfers.
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SECTION 10
 DETERMINATION OF SHAREHOLDERS
 10.1 Record Date.
 10.2 Registered Shareholders.
 SECTION 11
 INDEMNIFICATION
 11.1 Definitions.
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11.2 Indemnity.
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nolo contendere
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11.3 Enforcement.
    11.4 Saving Clause.
 11.5 Non-Exclusivity.
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11.6 Successors and Assigns.
 11.7 Indemnification of Other Persons.
 SECTION 12
 AMENDMENTS
 12.1 Adoption of By-laws; Amendments Thereof.
 12.2 New By-laws; Amendments.
 SECTION 13
 MISCELLANEOUS
 13.1 Dividends.
 13.2 Voting of Shares Owned by Corporation
 13.3 Checks.
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13.4 Fiscal Year.
 13.5 Seal.
 13.6 Gender.
 13.7 Louisianas Fair Price Statute.
 13.8 Control Share Acquisition Statute.
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