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Exhibit 3.2
 BY-LAWS
OF
STEWART ENTERPRISES, INC.
(as amended and restated as of December 18, 2007)
 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.
 2.4 Notice of Meetings.
 2.5 List of Shareholders.
 2.6 Quorum.
 2.7 Voting.




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2.8 Proxies.
     2.9 Adjournments.
 2.10 Withdrawal.
 2.11 Lack of Quorum.
 2.12 Presiding Officer.
 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.




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3.2 Powers.
 3.3 Election.
 3.4 General Election.
 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 which such person is the beneficial owner (as
defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934), such
persons written consent to being named in the




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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; and
 b.
    
    as to the shareholder of record giving the notice, (i) the name and address of such
shareholder and (ii) 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 of 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.
 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.




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4.5 Quorum.
 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.
 SECTION 6
REMOVAL OF BOARD MEMBERS
  SECTION 7
NOTICES
 7.1 Form of Delivery.




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7.2 Waiver.
 SECTION 8
OFFICERS
 8.1 Designations.
 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.
 8.6 The Treasurer.




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SECTION 9
STOCK
 9.1 Certificates.
 9.2 Missing Certificates.
 9.3 Transfers.
  SECTION 10
DETERMINATION OF SHAREHOLDERS
 10.1 Record Date.
 10.2 Registered Shareholders.




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SECTION 11
INDEMNIFICATION
 11.1 Definitions.
       11.2 Indemnity.
  nolo contendere




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11.3 Enforcement.
    11.4 Saving Clause.
 11.5 Non-Exclusivity.
   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.




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SECTION 13
MISCELLANEOUS
 13.1 Dividends.
 13.2 Voting of Shares Owned by Corporation.
 13.3 Checks.
 13.4 Fiscal Year.
 13.5 Seal.
 13.6 Gender.
 13.7 Louisianas Fair Price Statute.
 13.8 Control Share Acquisition Statute.