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JONES, WALKER, WAECHTER, POITEVENT,

CARRÈRE & DENÈGRE, L.L.P.

201 St. Charles Avenue

Suite 5100

New Orleans, LA 70170

May 13, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549-0510

    Attention:

    Ms. Kathryn T. Jacobson

    RE:

    Stewart Enterprises, Inc.

    Form 10-K for the fiscal year ended October 31, 2004

    Filed January 11, 2005

    Your File No. 1-15449

Ladies and Gentlemen:

     On behalf of Stewart Enterprises, Inc. (“Stewart” or the “Company”), we are submitting this
letter in response to the comments received from the Commission’s staff (the “Staff”) by facsimile
on May 5, 2005 with respect to the above-captioned periodic report. We have numbered and
reproduced below the full text of the Staff’s comments in italics, each of which is followed by
Stewart’s response. When the Company states that it will make disclosure in “future filings,” it
means commencing with its Form 10-Q for the quarter ended April 30, 2005 and in subsequent filings.

FORM 10-K FOR THE PERIOD ENDED OCTOBER 31, 2004

Item 1. Business

Operations, page 10

    Comment 1.

    We note that you have entered into operating partnership agreements with the
Catholic Archdioceses of New Orleans and Los Angeles. Tell us how you account for
partnership transactions in the financial statements and cite your basis in the
accounting literature.

    Response 1:

    The Company has entered into lease agreements, not partnership agreements, with
the Catholic Archdiocese of Los Angeles, whereby the Company leases land from the
Archdiocese of Los

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May 13, 2005

Page 2

    Angeles on which the Company has constructed funeral homes. The
Company accounts for these leases as operating leases.

    The Company has entered into a development contract with the Catholic
Archdiocese of New Orleans. The Company has constructed a mausoleum
on one of the Company’s cemeteries in New Orleans. In exchange for
the Archdiocese’s promotion of the mausoleum, the Company pays the
Archdiocese a percentage of the revenue from the sale of crypts in
the mausoleum.

    The Company used the term “operating partnership” in the Form 10-K
for the fiscal year ended October 31, 2004 (the “2004 Form 10-K”) in
a general sense, not in the legal sense, and will modify the
disclosure in its Form 10-K for the year ending October 31, 2005 (the
“2005 Form 10-K”) and in subsequent annual reports to explain the
contractual relationships more precisely.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Trust Portfolio, page 21

    Comment 2:

    We note in your disclosure, and the related notes 4, 5, and 6, that you adjust
the cost basis of your trusts to current market value if you determine that an
unrealized loss is other than temporary. In 2004, your preneed trusts/escrow accounts
and perpetual care trust accounts had other than temporary impairments of $76.1 million
and $30 million respectively. Tell us, and disclose, how you concluded that the future
returns from your remaining portfolio will allow you to fulfill future deliverables in
your contract backlog. Disclose in your critical accounting policies what your
significant assumptions and estimates are, with respect to your ability to fulfill your
future deliverables. Please provide disclosures analogous to those required of
insurance enterprise under paragraph 60 (a-e) of SFAS 60.

    Response 2:

    The Company will modify its disclosure regarding its trust portfolio on page 21
of its 2004 Form 10-K in its future filings as follows:

    Each quarter we analyze trusts in a net loss position. For those
trusts, we add the sales prices of the underlying contracts and
realized earnings, then subtract net unrealized losses. In

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May 13, 2005

Page 3

    performing this analysis, we look at unrealized gains and losses
based on current market prices quoted for the investments, but do not
include future expected returns on the investments. We compare that
amount to our estimated costs to deliver the contracts, which consist
primarily of merchandise costs and selling costs (prearranged
acquisition costs). If there is a deficiency, we would record a
charge to earnings and record a corresponding liability for the
expected loss on the delivery of contracts in our backlog.

    The Company has reviewed SFAS 60 paragraph 60 a-e. Items a, b, d and
e relate to liabilities associated with future deliverables, their
valuation and any estimates used in that valuation. The Company’s
future deliverables are its preneed funeral and cemetery merchandise
and services contracts, and the associated liabilities are reflected
in the deferred preneed funeral revenue, deferred preneed cemetery
revenue and noncontrolling interest in funeral and cemetery trusts
line items on the balance sheet. The Company does not make any
estimates as described in SFAS 60 paragraph 60 a, b, d and e in
determining the amounts of those line items reflected on the balance
sheet. Instead, the amount reflected is based on the original face
value of the contract adjusted each period for realized and
unrealized gains and losses on the related trust investments, based
on quoted market prices of the investments. Item c relates to
acquisition costs and their amortization. Please refer to the
responses to Comments 9 and 10 for a discussion of how the Company
accounts for and amortizes prearranged acquisition costs.

    Comment 3:

    Refer to notes 4, 5, and 6. Please comply with the presentation and disclosure
requirements for investments with unrealized losses that have not been recognized as
other than temporary impairments as set forth in paragraph 18 and Exhibit 03-1A of EITF
03-1.

    Response 3:

    In applying EITF 03-1, the Company uses a systematic approach to determine the
severity and duration of impairment in evaluating whether impairment of an investment
is other than temporary. Any investment with a fair market value that has been less
than its cost basis by 20 percent or greater for more than six months as of the
respective balance sheet reporting date is considered to be other than temporarily
impaired. Otherwise, an investment with a fair market value that is less than its cost
basis is considered to be

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May 13, 2005

Page 4

    temporarily impaired. This evaluation of impairment is performed
each quarter using quoted market prices. If the Company determines
at that time that an investment is other than temporarily impaired,
the Company adjusts the cost basis of that investment down to its
current fair market value and makes a corresponding debit to deferred
revenue; there is no impact on the statement of operations. The
Company will add this information to its Critical Accounting Policies
and in the accounting policies section of the notes to its financial
statements in its future filings.

Valuation of Goodwill, page 24

    Comment 4:

    We note that you recorded a $73 million goodwill impairment charge in 2003.
However, it appears from your disclosure (in the fourth paragraph of page 23) that you
reversed steps 1 and 2 of the goodwill impairment test to identify, recognize and
measure an impairment loss. Please revise your disclosure, or your procedures, to
comply with the guidance in paragraphs 19 and 20 of SFAS 142. In your response, please
also provide additional information as required under paragraph 47 with regards to how
reductions in gross profit, as cited on page 88, led you to conclude that the goodwill
was impaired.

    Response 4:

    The Company will revise its disclosure in its 2005 Form 10-K and subsequent
annual reports to indicate more clearly that it applied the steps of the goodwill
impairment test correctly, as follows:

    To test goodwill for impairment, we first compared the fair value of
each of our reporting units with its carrying amount (including
goodwill). If the carrying amount of a reporting unit (including
goodwill) exceeded its fair value, we then measured the amount of
impairment of the reporting unit’s goodwill by comparing the implied
fair value of the reporting unit’s goodwill with the carrying amount
of that goodwill. The implied fair value of a reporting unit’s
goodwill is determined in the same manner as the amount of goodwill
recognized in a business combination is determined. That is, we
allocate the fair value of the reporting unit to all of the assets
and liabilities of that unit as if the reporting unit had been
acquired in a business combination and the fair value of the
reporting unit was the price paid to acquire the reporting unit. The
excess of the fair value of the reporting unit over the amounts
assigned to its assets and liabilities is the implied fair value of
goodwill.

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May 13, 2005

Page 5

    The Company advises the Staff supplementally as follows: During
fiscal year 2003, the Company experienced a decline in domestic
cemetery revenue from continuing operations of $9.1 million. As
discussed in MD&A and in Note 17 to the financial statements in the
2004 Form 10-K, this was due primarily to a reduction in merchandise
deliveries and reduced perpetual care trust earnings. This reduction
in revenue was not anticipated when the Company performed its
evaluation of goodwill during the fourth quarter of fiscal year 2002.
Additionally, during fiscal year 2003 the Company experienced
significantly increased insurance costs. The terrorist attacks in
the United States on September 11, 2001 and related subsequent events
resulted in higher insurance premiums. The fiscal year 2003 decline
in domestic cemetery revenue and increase in insurance costs caused
the Company to revise its projections for its cemetery segment
downward from the projections used in fiscal 2002 and led to the
impairment charge in the cemetery segment.

Results of Operations

Year ended October 31, 2004 Compared to Year Ended October 31, 2003, page 26

    Comment 5:

    We note that you attributed the improvement in your gross profit to reduced
general and administrative costs at the segment level. Tell us and disclose the major
components of segment costs (cost of revenues) which enter into the calculation of
gross profit, other than general and administrative costs.

    Response 5:

    In future filings, the Company will add disclosure similar to the following,
which would have been the disclosure with respect to fiscal year 2004:

    In the discussion of funeral gross profit margins: In addition,
direct funeral costs (which primarily include salaries and wages,
merchandise costs, selling costs and maintenance) declined slightly.

    In the discussion of cemetery gross profit margins: Direct cemetery
costs (which primarily include cemetery property costs, merchandise
costs, selling costs, salaries and wages and maintenance) increased
primarily as a result of the increased revenue.

Securities and Exchange Commission

May 13, 2005

Page 6

Liquidity and Capital Resources, page 31

    Comment 6:

    We note that your operating cash flows included a $33.2 million tax refund
resulting from a change in tax accounting methods for cemetery merchandise. Absent any
related disclosure in the notes, tell us, and disclose, how the tax change might have
impacted income taxes or deferred tax assets for financial reporting purposes.

    Response 6:

    The Company’s current GAAP policy is to defer recognition of revenue from
preneed sales of merchandise (primarily vaults, memorials and markers) and related
costs until the merchandise is delivered. The tax accounting method prior to the
change was to recognize only cash receipts, defined as cash received in excess of the
merchandise trust obligation. The change in the Company’s accounting methods created a
tax asset that was refundable in fiscal 2004 when the IRS approved the Company’s
request to adopt for tax purposes the same method used for financial statement
reporting purposes.

    The change had minimal impact on income taxes payable for fiscal
years 2003 and 2004.

    The Company will add disclosure in future filings explaining that at
the end of fiscal year 2003 the Company decreased its deferred tax
asset by $33.2 million and increased receivables by that amount.
When the refund was received in the first quarter of 2004, the
Company increased cash and decreased the corresponding receivable.

Consolidated Statements of Earnings, page 47

    Comment 7:

    Please separately disclose sales and the related cost of sales arising from sales
of tangible products and revenues from services. Refer to Rule 5-03(b) of Regulation
S-X.

    Response 7:

    The Company will disclose these amounts in the notes to its consolidated
financial statements in future filings. The Company was able to segregate its revenues
and most of its direct costs by services and merchandise. The Company has certain
funeral direct costs, such as funeral director salaries, which it allocates between
services and merchandise based on revenue. The Company is not able to allocate general
and administrative costs between services

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May 13, 2005

Page 7

    and merchandise and therefore has included them on their own line.
The disclosure as of October 31, 2004 would have been as appears
below, and the actual disclosure will include all periods for which
income statements are included in the financial statements.

Supplementary Information

Detail of Certain Income Statement Accounts

Year Ended October 31, 2004

(In Thousands)

    Services Revenue

    Funeral

    $
    157,594

    Cemetery

    56,856

    214,450

    Merchandise Revenue

    Funeral

    113,487

    Cemetery

    162,808

    276,295

    Other Revenue

    Funeral

    8,964

    Cemetery

    17,173

    26,137

    Total Revenues

    $
    516,882

    Services Costs

    Funeral

    $
    47,120

    Cemetery

    39,788

    86,908

    Merchandise Costs

    Funeral

    61,790

    Cemetery

    87,912

    149,702

    General and Administrative

    Expenses

    Funeral

    92,885

    Cemetery

    52,604

    145,489

    Total Costs

    $
    382,099

Securities and Exchange Commission

May 13, 2005

Page 8

Consolidated Statements of Cash Flows, page 52

    Comment 8:

    Please reclassify and disaggregate the “change in prearranged activity” and
“prearranged acquisition costs” to conform to the current presentation in the
Consolidated Balance Sheets. Additionally, we note in your MD&A and note 23 that you
have withdrawn funds from your preneed funeral trusts in Florida and are required to
maintain a bond to guarantee your obligations. Tell us how the related amounts are
reported in the statements of cash flows. Refer to paragraph 18.b of SFAS 95.

    Response 8:

    In future filings, the Company will change the description entitled “Prearranged
acquisition costs” to “Change in deferred charges – prearranged acquisition costs.”
The Company will also disaggregate and rename the “Change in prearranged activity” line
item into two lines entitled “Net effect of preneed funeral production and maturities”
and “Net effect of preneed cemetery production and deliveries.” For fiscal year 2004,
the net effect of preneed funeral production and maturities was a use of $23.1 million,
and the net effect of preneed cemetery production and deliveries was a use of $7.2
million.

    The Company withdrew $40 million from its trusts in Florida during
the first quarter of fiscal year 2001. The Company substituted a
bond to guarantee performance under the related preneed funeral
contracts and agreed to maintain unused credit facilities in an
amount that equals or exceeds the bond amount. The withdrawal was reported in the Company’s statements of cash
flows in the Form 10-K for