SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* KITCHEN THOMAS M (Last) (First) (Middle) 229 EAST WILLIAM DAVID PKWY (Street) METAIRIE LA 70005 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STEWART ENTERPRISES INC [ STEI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Acting CEO and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 05/14/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/16/2007		A		50,000(1)	A	$0.00	0(1)	D
Class A Common Stock	05/16/2007		A		60,000(2)	A	$0.00	0(2)	D
Class A Common Stock	05/16/2007		A		60,000(3)	A	$0.00	237,394(4)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$7.37	05/14/2007		A		180,000		(5)	05/14/2014	Class A Common Stock	180,000(5)	$7.37	180,000(5)	D

Explanation of Responses:

1. Includes 50,000 shares of restricted stock with 34% vesting on 5/14/08 and 33% vesting on 5/14/2009 and 5/14/2010.

2. Includes 60,000 shares of performance-based restricted stock with 20,000 vesting on 10/31/2008 if the Company's return on equity ("ROE") for fiscal 2008 is greater than or equal to 10%; 20,000 vesting on 10/31/2009 if ROE for fiscal 2009 is greater than or equal to 11%; and 20,000 vesting on 10/31/2010 if ROE is greater than or equal to 12%. To the extent not already vested, all 60,000 shares shall vest on 10/31/2010 if the ROE for fiscal years 2008, 2009, and 2010 is greater than or equal to 11% on a compounded annual basis.

3. Includes 60,000 shares of performance-based restricted stock with 20,000 shares vesting on 10/31/2008 if the closing price of the Company's Class A common stock equals or exceeds $8 per share for twenty consecutive trading days during fiscal 2008; 20,000 shares vesting on 10/31/2009 if the closing price of the Company's Class A common stock equals or exceeds $9 per share for twenty consecutive trading days during fiscal 2009; and 20,000 shares vesting 10/31/2010 if the closing price of the Company's Class A common stock equals or exceeds $10 per share for twenty consecutive trading days during fiscal 2010. To the extent not already vested, all 60,000 of such shares shall vest on 10/31/2010 if the closing price of the Company's Class A common shares equals or exceeds $10 per share for twenty consecutive trading days at any time after 5/16/2007 and on or before 10/31/2010.

4. Includes 184,500 shares of restricted stock.

5. Performance-based stock options with 60,000 shares vesting on 10/31/2008 if the closing price of the Company's Class A common stock equals or exceeds $8 per share for twenty consecutive trading days during fiscal 2008; 60,000 shares vesting on 10/31/2009 if the closing price of the Company's Class A common stock equals or exceeds $9 per share for twenty consecutive trading days during fiscal 2009; and 60,000 shares vesting 10/31/2010 if the closing price of the Company's Class A common stock equals or exceeds $10 per share for twenty consecutive trading days during fiscal 2010. To the extent not already vested, options to purchase all 180,000 of such shares shall vest on 10/31/2010 if the closing price of the Company's Class A common shares equals or exceeds $10 per share for twenty consecutive trading days at any time after 5/14/2007 and on or before 10/31/2010. These options expire on 5/14/2014.

Remarks:

	/s/ Thomas M. Kitchen, by Brenda K. Gibbs, by Power of Attorney:	05/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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