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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 STEWART ENTERPRISES, INC.
 (Exact name of registrant as specified in its charter)
 Louisiana(State or other jurisdiction of 
incorporation or organization)
    
    72-0693290(I.R.S. Employer Identification No.)
 1333 South Clearview Parkway, Jefferson, Louisiana 70121  (Address, including zip code, of rincipal executive offices)
 Stewart Enterprises, Inc. 2007 Stock Incentive Plan
 (Full title of the plan)
 Thomas M. Kitchen
Senior Executive Vice President and Chief Financial Officer
Stewart Enterprises, Inc.
1333 South Clearview Parkway
Jefferson, Louisiana 70121
(504) 729-1400
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)
  Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100
 CALCULATION OF REGISTRATION FEE
 Proposed maximum
    
    
    Proposed maximumTitle of securities
    
    
    Amount to be
    
    
    offering price per
    
    
    aggregate offering
    
    
    Amount ofto be registered
    
    
    registered(1)
    
    
    share
    
    
    price
    
    
    registration feeClass A Common Stock
(no par value per share)
    
    
    
    4,820,000
    
    
    
    $7.41(2)
    
    
    $35,716,200(2)
    
    
    $1,096.49(2)Class A Common Stock
(no par value per share)
    
    
    
    180,000
    
    
    
    $7.37(3)
    
    
    $1,326,600(3)
    
    
    $40.73(3)Total Class A Common
Stock (no par value per
share)
    
    
    
    5,000,000
    
    
    
    
    
    
    $
    37,042,800
    
    
    
    $
    1,137.22
 (1)
    
    Upon a stock split, stock dividend or similar transaction in the future and during the
effectiveness of this Registration Statement involving Class A Common Stock of the Company,
the number of securities registered shall be automatically increased to cover the additional
securities in accordance with Rule 416(a) under the Securities Act of 1933.(2)
    
    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c)
and (h) under the Securities Act of 1933, based on the average of the high and low price per
share of the Class A Common Stock on the Nasdaq Global Select Market on May 11, 2007.(3)
    
    Computed in accordance with Rule 457(h)(1) under the Securities Act of 1933, based on the
price at which outstanding options granted under the Plan may be exercised.




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PART I
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The Companys latest annual report on Form 10-K;(b)
    
    All other reports filed by the Company with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual
report referred to in (a); and(c)
    
    The description of the Class A Common Stock of the Company included in Item 1 of the
Companys Registration Statement on Form 8-A dated September 5, 1991, incorporated by reference
from pages 37 through 39 of the Companys Registration Statement on Form S-1, Registration No.
33-42336 filed under the Securities Act of 1933, and any amendment or report filed for the purpose
of updating such description.
  Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption From Registration Claimed.
  Item 8. Exhibits.
 5
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre , L.L.P.23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5.
 Item 9. Undertakings.
 (a)
    
    The undersigned registrant hereby undertakes:
 (1)
    
    To file, during any period in which offers or sales are being made and to the
extent required by the Securities Act of 1933 and the rules and regulations promulgated
thereunder, a post-effective amendment to this registration statement:
 (i)
    
    To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;(ii)
    
    To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in this registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration statement;
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(iii)
    
    To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any material
change to such information in this registration statement;
 Provided, however
 (2)
    
    That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fideoffering thereof.(3)
    
    To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
 (b)
    
    The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrants annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plans annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.(c)
    
    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
 The Registrant.
 STEWART ENTERPRISES, INC.By:
    /s/THOMAS J. CRAWFORDThomas J. CrawfordPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ FRANK B. STEWART, JR.

Frank B. Stewart, Jr.
    
    Chairman of the Board
    
    May 15, 2007/s/ THOMAS J. CRAWFORD

Thomas J. Crawford
    
    President, Chief Executive Officer and
Director
(Principal Executive Officer)
    
    May 15, 2007/s/ THOMAS M. KITCHEN

Thomas M. Kitchen
    
    Chief Financial Officer, Senior Executive
Vice President and Director
(Principal Financial Officer)
    
    May 15, 2007/s/ ANGELA M. LACOUR

Angela M. Lacour
    
    Vice President, Corporate Controller &
Chief Accounting Officer(Principal Accounting Officer)
    
    May 15, 2007/s/ ALDEN J. MCDONALD, JR.

Alden J. McDonald, Jr.
    
    Director
    
    May 15, 2007/s/ JAMES W. MCFARLAND

James W. McFarland
    
    Director
    
    May 15, 2007




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Signature
    
    Title
    
    Date/s/ RONALD H. PATRON

Ronald H. Patron
    
    Director
    
    May 15, 2007/s/ MICHAEL O. READ

Michael O. Read
    
    Director
    
    May 15, 2007/s/ ASHTON J. RYAN, JR.

Ashton J. Ryan, Jr.
    
    Director
    
    May 15, 2007




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EXHIBIT INDEX
 Exhibit No.
    
    Description5
    
    Opinion of Jones, Walker, Waechter, Poitevent, Carrère & Denègre , L.L.P.23.1
    
    Consent of PricewaterhouseCoopers LLP23.2
    
    Consent of Jones, Walker, Waechter, Poitevent, Carrère & Denègre, L.L.P. is
included in their opinion filed as Exhibit 5.