S-8 POS

As filed with the Securities and Exchange Commission on May 5, 2006.     Registration No. 333-34766

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

STEWART ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	72-0693290
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1333 South Clearview Parkway, Jefferson, Louisiana 70121
(Address, including zip code, of Principal Executive Offices)

Stewart Enterprises, Inc. 2000 Incentive Compensation Plan
Stewart Enterprises, Inc. 2000 Director’s Stock Option Plan
Stewart Enterprises, Inc. Employees’ Retirement Trust
(A Profit Sharing Plan) and Trust Agreement
(Full title of the plans)

Kennneth C. Budde
Chief Executive Officer
Stewart Enterprises, Inc.
1333 South Clearview Parkway,
Jefferson, Louisiana 70121
(504) 729-1400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Margaret F. Murphy
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
201 St. Charles Avenue
New Orleans, Louisiana 70170-5100

EXPLANATORY NOTE

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, No. 333-34766, is filed solely to include the Consent of the Independent Registered Public Accounting Firm of PricewaterhouseCoopers LLP, as Exhibit 23. Except as described herein, no other changes have been made to the Registration Statement on Form S-8.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jefferson, State of Louisiana, on May 5, 2006.

STEWART ENTERPRISES, INC.
By:	/s/ Kenneth C. Budde
	Kenneth C. Budde
	President, Chief Executive Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman of the Board	May 5, 2006
John P. Laborde
/s/ Kenneth C. Budde	President, Chief Executive	May 5, 2006
Kenneth C. Budde	Officer and a Director
(Principal Executive Officer)
/s/ Thomas M. Kitchen	Executive Vice President,	May 5, 2006
Thomas M. Kitchen	Chief Financial Officer and a Director
(Principal Executive Officer)
/s/ Michael G. Hymel	Vice President, Corporate Controller and	May 5, 2006
Michael G. Hymel	Chief Accounting Officer
(Principal Accounting Officer)
*	Director	May 5, 2006
Frank B. Stewart, Jr.
	Director
Alden J. McDonald, Jr.
*	Director	May 5, 2006
James W. McFarland
	Director
John C. McNamara
*	Director	May 5, 2006
Michael O. Read
	Director
Ashton J. Ryan, Jr.
	Director
Ronald H. Patron

*	By:	/s/ Kenneth C. Budde
		Kenneth C. Budde
		Attorney-in-Fact

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Plan’s Administrator has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jefferson, State of Louisiana, on May 5, 2006.

STEWART ENTERPRISES, INC.
(Profit Sharing Plan Administrator)
By:	/s/ Kenneth C. Budde
Name:	Kenneth C. Budde
Title:	President, Chief Executive Officer and a Director

S-1

Exhibit Index

Exhibit 23 Consent Of Independent Registered Public Accounting Firm

S-2

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 17, 2006 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Stewart Enterprises Inc.’s Annual Report on Form 10-K for the year ended October 31, 2005. We also consent to the incorporation by reference of our report dated February 17, 2006 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

PricewaterhouseCoopers LLP
New Orleans, Louisiana
May 5, 2006

S-3