UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           ____________

                             FORM 8-K

                          CURRENT REPORT
              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

                       _____________________


Date of Report (DATE OF EARLIEST EVENT REPORTED) October 28, 1999


                     Stewart Enterprises, Inc.
      (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


       Louisiana              0-19508             72-0693290
      (STATE  OF            (COMMISSION         (IRS EMPLOYER
     INCORPORATION)         FILE NUMBER)      IDENTIFICATION NO.)



110 Veterans Memorial Boulevard, Metairie, Louisiana       70005
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)



                          (504) 837-5880
       (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)


                                N/A
   (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)



ITEM 5.   OTHER EVENTS.

     On  October  28,  1999, the Board of Directors of Stewart Enterprises,
Inc., a Louisiana corporation  (the  "Company")  declared a dividend of one
preferred stock purchase right (a "Right") for each  outstanding  share  of
Class  A or Class B Common Stock, no par value (the "Common Stock"), of the
Company.   The  dividend  is payable on November 3, 1999 to shareholders of
record on October 28, 1999  (the  "Record  Date").  Each Right entitles the
registered holder to purchase from the Company one one-hundredth of a share
of Series A Participating Cumulative Preferred  Stock,  no  par  value (the
"Preferred  Stock"),  of  the  Company  at  a  price of $24.00 per one one-
hundredth of a share (the "Purchase Price"), subject  to  adjustment.   The
description  and  terms  of  the Rights are set forth in a Rights Agreement
dated as of October 28, 1999 (the  "Rights  Agreement") between the Company
and ChaseMellon Shareholder Services, L.L.C.,  as Rights Agent (the "Rights
Agent").

     Subject to certain exceptions, until the earlier  to  occur  of (i) 10
days  following  a public announcement that a person or group of affiliated
or associated persons  other  than  Frank Stewart, Jr., the Chairman of the
Board of the Company, and certain persons  related  to  him  (an "Acquiring
Person"),  have  acquired  beneficial  ownership  of  15%  or  more of  the
outstanding Common Stock, or (ii) 10 business days (or such later  date  as
may be determined by action of the Board of Directors prior to such time as
any  person  or  group  of  affiliated persons becomes an Acquiring Person)
following the commencement of,  or  announcement of an intention to make, a
tender offer or exchange offer the consummation  of  which  would result in
the  beneficial  ownership  by  a  person  or group of 15% or more  of  the
outstanding  Common  Stock  (the earlier of such  dates  being  called  the
"Distribution Date"), the Rights  will be evidenced, with respect to any of
the Common Stock certificates outstanding  as  of  the Record Date, by such
Common Stock certificate.

     The  Rights Agreement provides that, until the Distribution  Date  (or
earlier redemption  or  expiration  of  the  Rights),  the  Rights  will be
transferred  with  and  only with the Common Stock.  Until the Distribution
Date (or earlier redemption  or expiration of the Rights), new Common Stock
certificates issued after the  Record Date upon transfer or new issuance of
Common Stock will contain a notation  incorporating the Rights Agreement by
reference.   Until  the  Distribution  Date   (or   earlier  redemption  or
expiration of the Rights), the surrender for transfer  of  any certificates
representing Common Stock outstanding as of the Record Date,  even  without
such  notation,  will also constitute the transfer of the Rights associated
with  the  Common Stock  represented  by  such  certificate.   As  soon  as
practicable   following   the   Distribution  Date,  separate  certificates
evidencing the Rights ("Right Certificates")  will  be mailed to holders of
record of the Common Stock as of the close of business  on the Distribution
Date and such separate Right Certificates alone will evidence the Rights.

     The  Rights  are  not  exercisable until the Distribution  Date.   The
Rights will expire on  October  28,  2009  (the  "Final  Expiration Date"),
unless  the  Final  Expiration  Date is extended or unless the  Rights  are
earlier redeemed or exchanged by  the  Company,  in each case, as described
below.

     The  Purchase  Price payable, and the number of  shares  of  Preferred
Stock or other securities or property issuable, upon exercise of the Rights
are subject to adjustment  from time to time to prevent dilution (i) in the
event  of  a  stock  dividend  on,   or   a   subdivision,  combination  or
reclassification of, the Preferred Stock, (ii) upon the grant to holders of
the  Preferred  Stock of certain rights or warrants  to  subscribe  for  or
purchase Preferred  Stock  at  a  price,  or  securities  convertible  into
Preferred  Stock with a conversion price, less than the then-current market
price of the  Preferred  Stock or (iii) upon the distribution to holders of
the  Preferred Stock of evidences  of  indebtedness  or  assets  (excluding
regular  periodic  cash dividends paid out of earnings or retained earnings
or dividends payable  in  shares  of  Preferred  Stock)  or of subscription
rights or warrants (other than those referred to above).

     The number of outstanding Rights and the number of one  one-hundredths
of a share of Preferred Stock issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common  Stock or
a  stock dividend on the Common Stock payable in shares of Common Stock  or
subdivisions, consolidations or combinations of the Common Stock occurring,
in any such case, prior to the Distribution Date.

     With  certain  exceptions, no adjustment in the Purchase Price will be
required until cumulative  adjustments require an adjustment of at least 1%
in such Purchase Price.  No  fractional  shares  of Preferred Stock will be
issued  (other  than  fractions  that are integral multiples  of  one  one-
hundredth of a share of Preferred  Stock, which may, at the election of the
Company, be evidenced by depository  receipts)  and  in  lieu  thereof,  an
adjustment  in cash will be made based on the market price of the Preferred
Stock on the last trading day prior to the date of exercise.

     Preferred  Stock  purchasable  upon exercise of the Rights will not be
redeemable.  Each share of Preferred  Stock  will  be entitled to a minimum
preferential quarterly dividend payment of $1.00 but will be entitled to an
aggregate dividend of 100 times the dividend declared  per  share of Common
Stock.   In  the  event of liquidation, the holders of the Preferred  Stock
will be entitled to a minimum preferential liquidation payment of $0.01 per
share but will be entitled to an aggregate payment of 100 times the payment
made per share of Common  Stock.   Each  share of Preferred Stock will have
100 votes, voting together with the Common Stock.  Finally, in the event of
any merger, consolidation or other transaction  in  which  Common  Stock is
exchanged,  each  share of Preferred Stock will be entitled to receive  100
times the amount received  per  share  of  Common  Stock.  These rights are
protected by customary antidilution provisions.

     Because of the nature of the Preferred Stock's  dividend,  liquidation
and  voting  rights,  the  value  of  the  one one-hundredth of a share  of
Preferred Stock purchasable upon exercise of  each Right should approximate
the value of one share of Common Stock.

     At  any time after any person or group becomes  an  Acquiring  Person,
each holder  of  a  Right (other than the Acquiring Person) will thereafter
have the right to exercise  the  Right  to  purchase,  in lieu of Preferred
Stock, Common Stock having a market value, at the time such person or group
became an Acquiring Person, equal to two times the Purchase  Price  of  the
Right.

     In  the  event  that  the  Company  is  acquired  in a merger or other
business combination transaction or 50% or more of its consolidated  assets
or  earning  power are sold after a person or group has become an Acquiring
Person, proper provision will be made so that each holder of a Right (other
than the Acquiring  Person) will thereafter have the right to receive, upon
the exercise thereof  at the then-current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time
of such transaction will  have  a  market  value  of two times the Purchase
Price of the Right.  In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper  provision  shall be
made  so that each holder of a Right, other than Rights beneficially  owned
by the  Acquiring  Person  (which will thereafter be void), will thereafter
have the right to receive upon  exercise  that  number  of shares of Common
Stock having a market value at the time of such occurrence of two times the
Purchase Price of the Right.

     At any time after any person or group becomes an Acquiring  Person and
prior  to  the  acquisition  by such person or group of 50% or more of  the
outstanding  Common Stock, the  Board  of  Directors  of  the  Company  may
exchange the Rights  (other than Rights owned by such person or group which
will have become void),  in  whole  or in part, at an exchange ratio of one
share of Common Stock, or one one-hundredth  of a share of Preferred Stock,
per Right (subject to adjustment).

     At  any  time  prior  to  the  acquisition by a  person  or  group  of
affiliated or associated persons of beneficial  ownership of 15% or more of
the outstanding Common Stock, the Board of Directors  of  the  Company  may
redeem  the  Rights in whole, but not in part, at a price of $.01 per Right
(the "Redemption  Price").   The  redemption  of  the  Rights  may  be made
effective at such time, on such basis and with such conditions as the Board
of  Directors  in its sole discretion may establish.  Immediately upon  any
redemption of the  Rights,  the right to exercise the Rights will terminate
and  the  only right of the holders  of  Rights  will  be  to  receive  the
Redemption Price.

     The terms  of  the  Rights may be amended by the Board of Directors of
the Company without the consent  of the holders of the Rights, including an
amendment to lower the thresholds  described  above,  except  that from and
after such time as any person or group of affiliated or associated  persons
becomes  an  Acquiring  Person,  no such amendment may adversely affect the
interests of the holders of the Rights.

     Until a Right is exercised, the  holder thereof, as such, will have no
rights as a shareholder of the Company,  including, without limitation, the
right to vote or to receive dividends.

     As of October 28, 1999 there were 106,219,592  shares  of Common Stock
issued and outstanding.  As long as the Rights are attached to  the  Common
Stock, the Company will issue one Right with each new share of Common Stock
so that all such shares will have Rights attached.

     The  Rights Agreement is attached hereto as an exhibit.  The foregoing
description of the Rights is qualified in its entirety by reference to such
exhibit.



ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

     (c)  EXHIBITS.

             4.   Rights  Agreement,  dated as of October 28, 1999, between
                  Stewart Enterprises,  Inc.  and  ChaseMellon  Shareholder
                  Services,  L.L.C.,  as  Rights  Agent,  including (i)  as
                  Exhibit  A-the  Form  of Articles of Amendment,  (ii)  as
                  Exhibit B-the Forms of Rights Certificate, Assignment and
                  Election to Purchase, and  (iii) as Exhibit C-the Summary
                  Description of the Shareholder  Rights Plan (incorporated
                  herein by reference to Exhibits 1,  2,  3  and  4  to the
                  Company's Registration Statement on Form 8-A, filed  with
                  the Commission on November 4, 1999).

             99.  Press  release,  dated  November 3,  1999, issued  by the
                  Company (incorporated herein by reference to Exhibit 5 to
                  the Company's Registration Statement  on  Form  8-A filed
                  with the Commission on November 4, 1999).


                                 SIGNATURE


     Pursuant  to the requirements of the Securities Exchange Act of  1934,
the registrant has  duly  caused  this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                   STEWART ENTERPRISES, INC.


                                   By:  /S/ JOSEPH P. HENICAN, III
                                        Name:   Joseph P. Henican, III
                                        Title:  Vice Chairman of the  Board
                                                and Chief Executive Officer

                                        Address: 110 Veterans Boulevard
                                                 Metairie, LA  70005
                                                 Attention:  Secretary


Dated:  November 3, 1999




                               EXHIBIT INDEX


   EXHIBIT NO.                     DESCRIPTION

      4.                 Rights  Agreement,  dated  as of October 28, 1999,
                         between Stewart Enterprises,  Inc. and ChaseMellon
                         Shareholder Services, L.L.C.,   as  Rights  Agent,
                         including (i) as Exhibit A-the Form of Articles of
                         Amendment,  (ii)  as Exhibit B-the Forms of Rights
                         Certificate, Assignment  and Election to Purchase,
                         and (iii) as Exhibit C-the  Summary Description of
                         the  Shareholder Rights Plan (incorporated  herein
                         by reference  to  Exhibits  1,  2,  3 and 4 to the
                         Company's  Registration  Statement  on  Form  8-A,
                         filed with the Commission on November 4, 1999).

      99.                Press  release, dated November 3, 1999, issued  by
                         the Company  (incorporated  herein by reference to
                         Exhibit 5 to the Company's Registration  Statement
                         on  Form 8-A filed with the Commission on Novenber
                         4, 1999).