STEWART ENTERPRISES INC
POS AM, 1998-03-24
PERSONAL SERVICES
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      As filed with the Securities and Exchange Commission on March 24, 1998
                                                  Registration No. 333-13965
===============================================================================


             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                     ----------------------------------

                    Post-Effective Amendment No. 1 to
                                 FORM S-3
         REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     ----------------------------------

                        Stewart Enterprises, Inc.
          (Exact name of registrant as specified in its charter)

     Louisiana       110 Veterans Memorial Boulevard        72-0693290
 (State or other         Metairie, Louisiana 70005        (I.R.S. Employer
 jurisdiction of             (504) 837-5880           Identification Number)
  incorporation       (Address, including zip code,
 or organization)     and telephone number,including
                        area code, of registrant's
                       principal executive offices)

                     ----------------------------------

    Joseph P. Henican, III                            Copy to:
Vice Chairman of the Board                     Dionne M. Rousseau
 and Chief Executive Officer              Jones, Walker, Waechter, Poitevent,
  Stewart Enterprises, Inc.                  Carrere & Denegre, L.L.P.
       P. O. Box 19925                               51st Floor
New Orleans, Louisiana  70179                  201 St. Charles Avenue
        (504) 837-5880                   New Orleans, Louisiana  70170-5100
(Name, address, including zip code, 
and telephone number, including area
   code, of agent for service)

                     ----------------------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
                              Not Applicable

                     ----------------------------------


     If the only securities being registered on this Form are being offered
pursuant  to  dividend  or interest reinvestment plans,  please  check  the
following box.  ___

     If  any  of  the securities being registered on this Form  are  to  be
offered  on  a delayed or continuous basis pursuant to Rule 415  under  the
Securities  Act of 1933, other than securities offered only  in  connection
with dividend or interest reinvestment plans, check the following box.  X
                                                                      
     If  this  Form  is  filed  to register additional  securities  for  an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number  of
the earlier effective registration statement for the same offering. ___

     If  this  Form  is a post-effective amendment filed pursuant  to  Rule
462(c)  under  the  Securities Act, check the following box  and  list  the
Securities  Act  registration statement number  of  the  earlier  effective
registration statement for the same offering.  ___

     If  delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  ___

                     ----------------------------------

The  registrant  hereby requests that this Post-Effective Amendment  No.  1
become  effective as soon as practicable pursuant to Section  8(c)  of  the
Securities Act of 1933.

===============================================================================


                    STEWART ENTERPRISES, INC.
                                
                  Explanation of Deregistration
                                
                                
     Stewart   Enterprises,   Inc.   ("Stewart"),   a   Louisiana
corporation, filed Registration Statement No. 333-13965 on Form S-
3  on October 11, 1996 (the "Registration Statement") to register
the  resale  of  392,498 shares of Class A Common Stock,  no  par
value  per  share (the "Class A Common Shares"), of Stewart  that
were  issued to the selling shareholders listed on Page 4 of  the
Prospectus (the "Selling Shareholders") on February 22, 1996.

     Due  to  the recent amendments to Rule 144, the Registration
Statement   is  no  longer  necessary  to  enable   the   Selling
Shareholders  to  sell  their  shares.   In  addition,   in   its
Registration   Statement,  Stewart  undertook  to   remove   from
registration by means of a post-effective amendment  any  of  the
Class A Common Shares which remained unsold at the termination of
the offering.

     Since the effective date of the Registration Statement,  the
Selling  Shareholders  have sold 20,000 of  the  Class  A  Common
Shares.   Therefore, Stewart hereby deregisters  372,498  of  its
Class  A  Common Shares owned by the Selling Shareholders,  which
remain unsold at the termination of the offering.






                           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 of the requirements for filing on  Form
S-3  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  New
Orleans, State of Louisiana, on March 23, 1998.

                                   Stewart Enterprises, Inc.

                             By:  /s/ JOSEPH P. HENICAN, III
                                --------------------------------
                                   Joseph P. Henican, III
                                   Vice Chairman of the Board and
                                   Chief Executive Officer 


    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       March 23, 1998
- ---------------------
Frank B. Stewart, Jr.


/s/ JOSEPH P. HENICAN, III   Vice Chairman of the Board    March 23, 1998
- ---------------------        and Chief Executive Officer 
Joseph P. Henican, III      (Principal Executive Officer)  
                        

         *                 President, Chief Operating      March 23, 1998
- ---------------------         Officer and a Director
  William E. Rowe

         *                    Chief Financial Officer,     March 23, 1998
- ---------------------      President-Corporate Division
  Ronald H. Patron                and a Director
                           (Principal Financial Officer)

         *                Senior Vice President-Corporate  March 23, 1998
- ---------------------    Division, Treasurer and Secretary 
  Kenneth C. Budde         (Principal Accounting Officer)

         *                           Director              March 23, 1998
- ---------------------                          
 Darwin C. Fenner

         *                           Director              March 23, 1998
- ---------------------                          
 Michael O. Read

         *                           Director              March 23, 1998
- ---------------------                          
 James W. McFarland

         *                           Director              March 23, 1998
- ---------------------                          
   John P. Laborde

                                     Director              March __ , 1998
- ---------------------                          
  Dwight A. Holder



*By: /s/JOSEPH P. HENICAN, III
     --------------------------
     Joseph P. Henican, III
     Agent and Attorney-in-Fact





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