8-K

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): April 4, 2011

STEWART ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

LOUISIANA
(State or other jurisdiction
of incorporation) 1-15449
(Commission
File Number) 72-0693290
(I.R.S. Employer
Identification No.)

1333 South Clearview Parkway
Jefferson, Louisiana 70121
(Address of principal executive offices) (Zip Code)

(504) 729-1400
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

     On April 4, 2011, Stewart Enterprises, Inc. issued a press release announcing the offering of $200 million of its new senior notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit
Number	Description
99.1	Press release by Stewart Enterprises, Inc., dated April 4, 2011, announcing the offering by Stewart Enterprises, Inc. of $200 million of senior notes

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 hereunto duly authorized.

	STEWART ENTERPRISES, INC.
April 4, 2011	/s/ Angela M. Lacour
	Angela M. Lacour
	Vice President Corporate Controller Chief Accounting Officer

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release by Stewart Enterprises, Inc., dated April 4, 2011, announcing the offering by Stewart Enterprises, Inc. of $200 million of senior notes

EX-99.1

Exhibit 99.1

CONTACT:	Thomas M. Kitchen	FOR IMMEDIATE RELEASE
	Stewart Enterprises, Inc.
	1333 S. Clearview Parkway
	Jefferson, LA 70121
	504-729-1400

STEWART ENTERPRISES ANNOUNCES PRIVATE OFFERING OF SENIOR NOTES

NEW ORLEANS, LA April 4, 2011 . . . Stewart Enterprises, Inc. (the “Company”) (Nasdaq GS: STEI) announced today that it intends to commence an offering of $200 million aggregate principal amount of a new issue of senior notes through a private placement eligible for resale under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). The offering of the notes, which is subject to market and other conditions, will be made within the United States only to qualified institutional buyers, and outside the United States to non-U.S. investors under Regulation S of the Securities Act.

The Company intends to use the net proceeds from this offering, along with available cash, to repurchase or redeem all of its existing $200 million aggregate principal amount outstanding 6.25% senior notes due 2013.

The notes have not been registered under the Securities Act or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any securities.