STEWART ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>12
<FILENAME>0012.txt
<TEXT>

                              AMENDMENT NO. 3
                                    TO
                        CHANGE OF CONTROL AGREEMENT

     This  Amendment No. 3 to Change of Control Agreement is made as of the
25th day of July,  2000,  by  and  between  Stewart  Enterprises,  Inc.,  a
Louisiana   corporation   (the   "Company"),  and  Brent  F.  Heffron  (the
"Employee").

                           W I T N E S S E T H:

     WHEREAS, the Company has entered  into  a  Change of Control Agreement
with the Employee dated as of January 1, 1997 as amended by Amendment No. 1
to Change of Control Agreement dated as of November  1,  1997 and Amendment
No.  2  to  Change of Control Agreement dated as of November  1,  1998  (as
amended, the "Change of Control Agreement"); and

     WHEREAS,  the  Company and the Employee have agreed to a change in the
Employee's bonus.

     NOW THEREFORE, the Company and the Employee agree as follows:

     SECTION 1.  Except  as  expressly amended herein, all of the terms and
provisions of the Change of Control  Agreement  shall  remain in full force
and effect.

     SECTION 2.  Article I, Section 1.1 of the Change of  Control Agreement
is hereby amended to read in its entirety as follows:

          1.1   EMPLOYMENT  AGREEMENT.   After  a  Change  of  Control
     (defined  below),   this   Agreement  supersedes  the  Employment
     Agreement dated as of January 1, 1997 as amended by Amendment No.
     1  dated as of January 1, 1997,  Amendment  No.  2  dated  as  of
     November  1,  1997, Amendment No. 3 dated as of October 31, 1998,
     and Amendment No.  4 dated as of July 25,  2000, between Employee
     and the Company (as  amended,  the "Employment Agreement") except
     to the extent that certain provisions of the Employment Agreement
     are expressly incorporated by reference  herein.   After a Change
     of  Control  (defined  below), the definitions in this  Agreement
     supersede   definitions  in   the   Employment   Agreement,   but
     capitalized terms not defined in this Agreement have the meanings
     given to them in the Employment Agreement.

     SECTION 3.  Article  II,  Section  2.2, paragraph (b) of the Change of
Control Agreement is hereby amended to read in its entirety as follows:

          (b)  BONUS.   An annual incentive  bonus  (the  "Bonus")  of
     $300,000, to the extent  not  already  received, shall be paid in
     cash (1) no later than November 30 of each  year  or  (2)  if the
     Employee  elects  to  receive  the  Bonus  in  the  calendar year
     following the year in which it was earned, between January  1 and
     January 15 of such following year.

     SECTION  4.   Article  III,  Section  3.2  of  the  Change  of Control
Agreement is hereby amended to read in its entirety as follows:

               3.2  NOTICES.  All notices hereunder must be in writing
     and shall be deemed  to  have  given upon receipt of delivery by:
     (a)  hand  (against  a  receipt  therefor),   (b)   certified  or
     registered mail, postage prepaid, return receipt requested, (c) a
     nationally  recognized  overnight  courier  service  (against   a
     receipt  therefor) or (d) telecopy transmission with confirmation
     of receipt.  All such notices must be addressed as follows:

          If to the Company, to:

          Stewart Enterprises, Inc.
          110 Veterans Memorial Boulevard
          Metairie, Louisiana  70005
          Attn:  Chief Executive Officer

          If to the Employee, to:

          Brent F. Heffron
          319 Running Wind Lane
          Maitland, Florida  32751

     or such other  address  as to which any party hereto may have notified
the other in writing.

     IN WITNESS WHEREOF, the parties  hereto  have caused this Amendment to
be duly executed and signed as of the date indicated above.

                                   STEWART ENTERPRISES, INC.


                                   By:/s/ James W. McFarland
                                      ---------------------------------
                                        James W. McFarland
                                        Compensation Committee Chairman

                                   EMPLOYEE:


                                     /s/ Brent F. Heffron
                                     -----------------------------------
                                          Brent F. Heffron


</TEXT>
</DOCUMENT>
