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JONES, WALKER, WAECHTER, POITEVENT,

CARRÈRE & DENÈGRE, L.L.P.

201 St. Charles Avenue

Suite 5100

New Orleans, LA 70170

June 3, 2005

VIA EDGAR AND FEDERAL EXPRESS

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:

    Ms. Kathryn T. Jacobson

    RE:

    Stewart Enterprises, Inc.

    Form 10-K for the Fiscal Year Ended October 31, 2004

    Filed January 11, 2005

    Form 10-Q

    For the Quarterly Period Ended January 31, 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 26, 2005 with respect to the above-captioned periodic reports. 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,
unless otherwise indicated.

FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2004

General

    Comment 1:

    In our prior comment letter dated May 5, 2005, we requested that the Company
provide, in writing, a statement acknowledging that

    •
    the Company is responsible for the
adequacy and accuracy of the disclosure in the filings;

Securities and Exchange Commission

June 3, 2005

Page 2

    •
    staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and

    •
    the Company may not assert staff comments
as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

    Please furnish the requested statement in your response.

    Response 1:

    The Company acknowledges that:

    •
    the Company is responsible for the
adequacy and accuracy of the disclosure in the filings;

    •
    staff comments or changes to disclosure
in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; and

    •
    the Company may not assert staff comments
as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Item 1. Business, page 2

    Comment 2:

    With regards to your agreements with the Catholic Archdioceses of Los Angeles and
New Orleans as addressed in your response to our prior comment 1, we have additional
comments as follows

    •
    Please clarify who owns the funeral homes
constructed on land leased from the Archdiocese of Los Angeles and
tell us how you account for the related assets, depreciation, and
other lease-related expenses (income) in the financial statements.
Tell us about the terms of the leases.

    •
    Tell us if amounts due from these leases
are included in the contractual obligations under operating lease
agreements on page 32.

    •
    In your response, you stated that “in
exchange for the Archdioceses’ promotion of the mausoleum, the
Company pays the Archdiocese a percentage of the revenue from the
sale of crypts in the mausoleum.” However, on the Form 10-K, it was
stated that the Company constructed a mausoleum “for the Catholic
Church”

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June 3, 2005

Page 3

and “manages the sales relating to the mausoleum for the Church.”
Please clarify the nature of the ownership and beneficial interests
of each party based on the terms of the development contract and any
related subsequent agreements and tell us how you accounted for the
underlying transactions. Refer to SFAS 13 and SFAS 98 as appropriate.
In addition, tell us how you account for the consideration paid to
the Archdiocese in connection with the sale of crypts in the
mausoleum. Refer to EITF 01-9.

    •
    Refer to all the operating leases of land
where you have constructed funeral homes. Tell us if you evaluated
the guidance in paragraph 17 of SFAS 143 in determining whether you
have a legal retirement obligation associated with the operation of
your operating leases specifically with regard to obligations at the
end of the lease term to restore facilities to ?original’ condition
and/or removal of equipment.

    Response 2:

    (1) In 1997, the Company entered into five lease agreements with the Catholic
Archdiocese of Los Angeles pursuant to which the Company has constructed funeral homes on
land owned by the Archdiocese. (The Company has also entered into a sixth lease agreement
with the Catholic Archdiocese of Los Angeles pursuant to which the Company is constructing
a funeral home on land owned by the Archdiocese, but rent payments have not commenced
under the terms of the lease.) All of the leases are substantially the same, except for
the amount of fixed rent. The Company paid for the construction of the funeral homes,
operates the funeral homes and pays all costs of operating them. The Archdiocese is the
legal owner of the funeral homes. The leases expire in 2039, and there are no options to
renew. The Company does not have an option to purchase the land or the funeral homes,
either during the term or at the expiration of the lease. The lease agreements provide
for fixed annual rents paid in monthly installments, plus additional rent based on
specified revenue levels, if achieved. Because none of the capitalization criteria in
SFAS 13 are met, we account for these leases as operating leases.

    Rent expense is included in funeral costs and expenses. The funeral
homes are included as leasehold improvements on the Company’s balance
sheet. The Company is amortizing the leasehold improvements through 2039
(the shorter of the life of the lease or the respective building’s
economic life) because it believes that the buildings, on which
construction was completed between 2000 and 2001, have economic lives
beyond 2039. The depreciation expense on

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June 3, 2005

Page 4

the leasehold improvements is also included in funeral costs and
expenses. The operations of the funeral homes are included in funeral
revenue and funeral costs and expenses.

(2) Yes, the amounts due under these leases are included in the
contractual obligations under operating lease agreements on page 32,
using the fixed rents through 2039. Additional contingent rents based on
revenue levels achieved cannot be estimated at this time and therefore
are not included.

(3) The agreement regarding crypt sales is with the New Orleans
Archdiocese only. The agreement is separate and different from the ones
with the Catholic Archdiocese of Los Angeles. There is no similar
agreement with the Archdiocese of Los Angeles.

The Company has entered into an agreement with the Catholic Archdiocese
of New Orleans pursuant to which the Company constructed and owns a
mausoleum on one of the Company’s cemeteries, and the Archdiocese of New
Orleans assists in the promotion of the sale of crypts in the mausoleum
to Catholic parishioners of the Archdiocese of New Orleans. The Company
pays the Archdiocese of New Orleans a percentage of the revenue from the
sale of all crypts in the mausoleum.

The Form 10-K for the fiscal year ended October 31, 2004 (the “2004 Form
10-K”) reported that the mausoleum was constructed “for the
Catholic Church” and that the Company “manage[s] the sales relating to
the mausoleum for the Church.” These statements were meant to describe
the relationship in general, not legal, terms. Although as a legal
matter the Company owns the mausoleum, paid for its construction, pays
all expenses associated with operating it and controls all sales of
crypts in the mausoleum, the intent of the parties was for the mausoleum
to be used primarily by the Catholic parishioners of the Archdiocese of
New Orleans. However, the Company will modify its disclosure in future
filings to describe the legal relationship in the manner in which it is
described in the preceding paragraph.

As indicated above, the Company pays the Archdiocese of New Orleans a
percentage of the revenue from the sale of all crypts in the mausoleum,
regardless of whether the sale could actually be attributed to the
promotional efforts of the Archdiocese of New Orleans. Accordingly, the
payments made to the Archdiocese of New Orleans

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June 3, 2005

Page 5

are recorded as cemetery costs and expenses in the period the related
sales occur. We consider this to be a direct cost and expense related to
the sales effort associated with the crypts. Because the Company has
complete legal ownership and control of the mausoleum, paid for its
construction and pays for its operation, it is accounted for in the same
manner as all other mausoleums that the Company owns and operates. SFAS
13 and SFAS 98 are not applicable, because the relationship does not
involve a lease. EITF 01-9 is also not applicable, because the
relationship is not a customer — vendor relationship.

(4) The Company has six leases that relate to leases of land on which the
Company has constructed funeral homes. The Company has reviewed all six
of the operating leases. Based upon its evaluation of the lease terms
and the guidance in paragraph 17 of SFAS 143, the Company has determined
that it does not have any legal retirement obligations associated with
the end of the lease terms, except to remove or remediate any hazardous
substance brought to or created on the premises as set forth in the lease
terms. The Company does not expect to incur any expense to comply with
this obligation.

    Comment 3:

    We note that you entered into six leases that expire between 2032 and 2039 in which
you have the right of first refusal and an option to purchase the leased premises. Please
provide support for the accounting of these leases as operating leases in view of the
option to purchase the leased premises and the life of the leases.

    Response 3:

    The Form 10-K states that “The leased properties have terms ranging from 1 to 15
years, except for six leases that expire between 2032 and 2039. Generally, we have a
right of first refusal and an option to purchase the leased premises.” The second
sentence was not meant to apply to the six leases specifically, but rather to all of the
Company’s approximately 60 funeral home leases generally. In fact, as stated in our
response to Comment 2 above, the Company does not have an option to purchase the property
relating to those five leases with the Archdiocese of Los Angeles expiring in 2039 or the
lease expiring in 2032. The Company will clarify this disclosure in future filings. The
Company has evaluated all leases that do have a right of first refusal or an option to
purchase the leased premises and determined that none of these leases contain a bargain
purchase option or have other characteristics that would require them to be accounted for
as capital leases.

Securities and Exchange Commission

June 3, 2005

Page 6

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

Trust Portfolio, page 21

    Comment 4:

    We note your response to our prior comment 2. Please structure your response to
distinguish the impairment of your investment portfolio from the impairment of your
deferred assets (acquisition costs). Tell us how you determine that the trusts are in a
net loss position, and whether the loss is other than temporary.

    Response 4:

    The Company marks its trust portfolio to market each quarter. Changes in the
market value of the trusts are recorded by increasing or decreasing trust assets included
in the preneed funeral and cemetery receivables and trust investments line items on the
balance sheet, with a corresponding increase or decrease in the deferred preneed revenue
and non-controlling interest line items on the balance sheet. Therefore, there is no
effect on net income.

The Company determines whether or not the investment portfolio has an
other than temporary impairment on a security by security basis. A loss
is considered other than temporary if the security has a reduction in
market value compared with its cost basis of 20% or more for a period of
six months or longer. If a loss is other than temporary, the cost basis
of the security is adjusted downward to its market value. This affects
the Company’s footnote disclosure but does not have an effect on the
Company’s financial statements, since the trust portfolio is already
marked to market each quarter pursuant to the accounting treatment
prescribed in the preceding paragraph. The footnotes disclose the
adjusted cost basis and how much of the losses are considered other than
temporary. The accounting for changes in market value of the Company’s
trust portfolio was discussed with and agreed to by the Staff in
connection with discussions regarding FIN 46 in April 2004 with the death
care industry. A letter documenting the discussions with the SEC was
filed under Form 8-K dated July 27, 2004, and we are providing a copy of
that letter herewith for the Staff’s convenience. (See Exhibit 1.)

The Company performs a separate analysis to determine whether its preneed
contracts are in a loss position, which would necessitate a charge to
earnings. For this analysis, the Company determines which trusts are in
a net loss position by comparing the aggregate market value of the
trust’s investments with the aggregate actual cost basis of

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June 3, 2005

Page 7

the investments. If the aggregate cost basis exceeds the aggregate
market value of the investments, the trust is considered to be in a net
loss position.

For trusts in a net loss position, the Company adds the sales prices of
the underlying contracts and net realized earnings, then subtracts net
unrealized losses to derive the net amount of proceeds for contracts
associated with the trusts in question as of that particular balance
sheet date. The Company looks at unrealized gains and losses based on
current market prices quoted for the investments, but does not include
future expected returns on the investments in its analysis.

The Company compares the amount of proceeds to the estimated costs to
deliver the contracts, which consist primarily of merchandise costs and
selling costs (prearranged acquisition costs – note that this was the
Company’s treatment prior to the decision to change the accounting for
such costs in the first quarter of fiscal 2005 as further discussed in
the response to Comment 6.). If a deficiency were to exist, the Company
would record a charge to earnings and a corresponding liability for the
expected loss on the delivery of those contracts from its backlog. Due to
the margins of our preneed contracts and the relatively high trust
portfolio returns the Company enjoyed prior to fiscal year 2000, there is
currently substantial capacity for additional market depreciation before
a contract loss would result.

    Comment 5:

    We reiterate our prior comment 3. Please identify the investments with unrealized
losses that have not been recognized as other than temporary in tabular form as
exemplified in Exhibit 03-1A of EITF 03-1. We may have further comments, following a
review of this table.

    Response 5:

    The following table shows the gross unrealized losses and fair value of the
Company’s investments with unrealized losses that are not deemed to be
other-than-temporarily impaired, aggregated by investment category and length of time that
individual securities have been in a continuous unrealized loss position as of October 31,
2004. The Company will include this disclosure in its Form 10-K for October 31, 2005 with
the relevant data as of October 31, 2005. As discussed in the response to Comment 4, a
loss is considered other than temporar