LOEWEN GROUP INC
424B3, 1996-12-31
PERSONAL SERVICES
Previous: CELL ROBOTICS INTERNATIONAL INC, S-3/A, 1996-12-31
Next: ARMOR HOLDINGS INC, 4, 1996-12-31



                                Filed pursuant to Rule 424(b)(3)
                                               File No. 333-10543
Prospectus
                      THE LOEWEN GROUP INC.
    [LOGO]             4126 Norland Avenue
                    Burnaby, British Columbia
                          Canada V5G 3S8
               
                     1,500,000 Common Shares
               
     
     The Common shares without par value (the "Common Shares") of
The  Loewen  Group Inc., a corporation under the laws of  British
Columbia  ("Loewen"), offered hereby (the "Offered  Shares")  are
being  sold by certain shareholders of Loewen (collectively,  the
"Selling  Shareholders").   Loewen  will  receive  none  of   the
proceeds  from  the  sale  of  the Offered  Shares.   Information
regarding the Selling Shareholders is set forth herein under  the
heading "Selling Shareholders."

     The Common Shares currently are traded on the New York Stock
Exchange  under  the  symbol "LWN."  On December  30,  1996,  the
closing price per Common Share on the New York Stock Exchange was
$39.00.

     AS  OF THE DATE OF THIS PROSPECTUS, LOEWEN IS THE SUBJECT OF
AN    UNSOLICITED   EXCHANGE   OFFER   BY   SERVICE   CORPORATION
INTERNATIONAL.  SEE "THE COMPANY."

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
                         SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
                           COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY
      REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                                
     Some  or  all of the Offered Shares may be offered for  sale
and sold from time to time by the Selling Shareholders on the New
York Stock Exchange (or any other national securities exchange in
the  United States or interdealer quotation system on  which  the
Common  Shares  may  then  be listed),  in  privately  negotiated
transactions (which may include block transactions) or otherwise.
In  addition, the Selling Shareholders may engage in short sales,
short  sales against the box and other transactions in the Common
Shares  or derivatives thereof, and may pledge, sell, deliver  or
otherwise  transfer  the Offered Shares in connection  therewith.
This Prospectus may be used by the Selling Shareholders or by any
broker-dealer who may participate in sales of the Offered Shares.
Participating  broker-dealers may act as agents or principals  or
both  and  may  receive commissions, discounts or concessions  in
connection with sales or other transfers of Offered Shares.   See
"Plan  of  Distribution."  Loewen Group  International,  Inc.,  a
Delaware  corporation  and a wholly owned  subsidiary  of  Loewen
("LGII"),  has  agreed  to pay the expenses  of  registering  the
Offered Shares on behalf of the Selling Shareholders, other  than
broker-dealer commissions, discounts or concessions and any legal
fees  incurred  by  the Selling Shareholders in  connection  with
sales of the Offered Shares.

     No   person   is  authorized  by  Loewen  or   the   Selling
Shareholders   to   give  any  information   or   to   make   any
representations  other than those contained in  this  Prospectus.
Neither  the  delivery  of  this Prospectus  nor  any  sale  made
hereunder shall create any implication that there has not been  a
change in the information contained herein since the date hereof.

                                
                                
        The date of this Prospectus is December 31, 1996

                                 1
<PAGE>

                      AVAILABLE INFORMATION
                                
     Loewen has filed with the Securities and Exchange Commission
(the "Commission") a Registration Statement on Form S-3 (together
with any amendments, exhibits, annexes and schedules thereto, the
"Registration Statement") pursuant to the Securities Act of 1933,
as  amended (the "Securities Act"), and the rules and regulations
thereunder, with respect to the Offered Shares.  This  Prospectus
does  not  include  all  of  the information  set  forth  in  the
Registration  Statement, certain parts of which  are  omitted  in
accordance  with  the rules and regulations  of  the  Commission.
Statements  made  in  the Prospectus as to the  contents  of  any
contract,  agreement  or  other  document  referred  to  in   the
Registration  Statement  are  not  necessarily  complete.    With
respect to each such contract, agreement or other document  filed
as an exhibit to the Registration Statement, reference is made to
the  exhibit  for  a  more  complete description  of  the  matter
involved,  and each such statement shall be deemed  qualified  in
its entirety by such reference.

      Loewen is subject to the informational requirements of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other  information  with  the Commission.   Such  reports,  proxy
statements and other information filed by Loewen may be inspected
and  copied at the public reference facilities maintained by  the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's regional  offices
located  at Seven World Trade Center, Suite 1300, New  York,  New
York  10048, and Citicorp Center, 500 West Madison Street,  Suite
1400,  Chicago, Illinois 60661-2511. Copies of such material  can
be  obtained  by  mail from the Public Reference section  of  the
Commission   at   Judiciary  Plaza,  450  Fifth   Street,   N.W.,
Washington,  D.C.  20549,  at  prescribed  rates.   In  addition,
reports, proxy statements and other information that Loewen files
with  the Commission electronically are contained in the Internet
Web site maintained by the Commission.  The Commission's Web site
address  is http://www.sec.gov.  The Common Shares are traded  on
the  New York Stock Exchange, The Toronto Stock Exchange and  The
Montreal   Exchange.    Reports,  proxy  statements   and   other
information  filed by Loewen may be inspected at the  offices  of
the  New  York Stock Exchange at 20 Broad Street, New  York,  New
York  10005, at the offices of The Toronto Stock Exchange at  The
Exchange Tower, 2 First Canadian Place, Toronto, Ontario,  Canada
M5X  IJ2  and  at  the offices of The Montreal  Exchange  at  800
Victoria Square, Montreal, Quebec, Canada H4Z 1A9.

                                
        INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
                                
      The following documents heretofore filed by Loewen with the
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act
(File  No.  0-18429 for filing prior to September 27, 1996;  File
No.  1-12163 for filings on or subsequent to September 27,  1996)
are  hereby  incorporated herein by reference:  (a) Loewen's  (i)
Annual  Report on Form 10-K for the year ended December 31,  1995
filed  March 28, 1996 (as amended on Form 10-K/A filed  June  20,
1996); (ii) Quarterly Reports on Form 10-Q for the quarters ended
March  31, 1996 (filed May 15, 1996), June 30, 1996 (filed August
14, 1996) and September 30, 1996 (filed November 14, 1996); (iii)
Current  Reports on Form 8-K dated January 3, 1996,  January  17,
1996,  January  24,  1996, January 26, 1996,  February  6,  1996,
February  12, 1996, February 27, 1996, March 4, 1996,  March  13,
1996,  March 20, 1996, March 26, 1996 (as amended on Forms  8-K/A
filed  June  11, 1996 and July 6, 1996), March 31, 1996,  May  1,
1996, May 8, 1996, May 24, 1996, May 31, 1996, June 4, 1996, June
6, 1996, June 17, 1996, June 30, 1996, August 7, 1996, August 26,
1996  (as amended on Form 8-K/A, filed October 30, 1996),  August
29,  1996,  September 5, 1996, September 17, 1996, September  20,
1996,  September 24, 1996, September 26, 1996, October  1,  1996,
October 10, 1996, October 14, 1996, October 17, 1996, October 20,
1996,  November 1, 1996, November 3, 1996 and November  5,  1996,
November  12, 1996, November 22, 1996, December 4, 1996,

                                 2
<PAGE>

December
9,  1996,  December 12, 1996, December 13, 1996 and December  18,
1996;  (iv)  Reports  by Issuer of Securities  Quoted  on  Nasdaq
Interdealer Quotation System on Form 10-C dated February 27, 1996
and  March 20, 1996; and (b) the description of the Common Shares
contained  in  a registration statement filed under the  Exchange
Act,  including any amendment or report filed for the purpose  of
updating such description. All documents filed by Loewen pursuant
to  Section 13(a), 13(c), 14 or 15(d) of the Exchange  Act  after
the  date of this Prospectus and prior to the termination of  the
offering of the Offered Shares shall be deemed to be incorporated
by  reference in this Prospectus and to be a part hereof from the
date of filing of such documents.

     Any statement contained in a document incorporated or deemed
to  be  incorporated by reference herein shall be  deemed  to  be
modified  or  superseded for purposes of this Prospectus  to  the
extent  that  a  statement  contained  herein  or  in  any  other
subsequently filed document which also is incorporated or  deemed
to  be  incorporated by reference herein modifies  or  supersedes
such  statement.   Any such statement so modified  or  superseded
shall  not  be  deemed, except as so modified or  superseded,  to
constitute a part of this Prospectus.

     LOEWEN  WILL PROVIDE WITHOUT CHARGE TO EACH PERSON  TO  WHOM
THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF
SUCH  PERSON,  A  COPY  OF ANY OR ALL OF THE FOREGOING  DOCUMENTS
INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO ANY SUCH
DOCUMENT  UNLESS  SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED  BY
REFERENCE  INTO SUCH DOCUMENT).  REQUESTS FOR SUCH COPIES  SHOULD
BE  DIRECTED  TO THE CORPORATE SECRETARY OF LOEWEN, 4126  NORLAND
AVENUE,  BURNABY,  BRITISH COLUMBIA, CANADA  V5G  3S8;  TELEPHONE
NUMBER (604) 299-9321.

                                
         DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
                                
       Certain  documents  incorporated  by  reference  in   this
Prospectus  contain  both  statements  of  historical  fact   and
"forward-looking statements" within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act.  Examples
of   forward-looking  statements  include:   (i)  projections  of
revenue,  earnings, capital structure and other financial  items,
(ii) statements of the plans and objectives of the Company or its
management,  (iii) statements of future economic  performance  of
the  Company and (iv) assumptions underlying statements regarding
the  Company  or  its  business.  Important  factors,  risks  and
uncertainties   that  could  cause  actual  results   to   differ
materially   from  any  forward-looking  statements  ("Cautionary
Statements")  are disclosed in certain documents incorporated  by
reference  herein.   All  subsequent written  and  oral  forward-
looking statements attributable to the Company or persons  acting
on  its  behalf are expressly qualified in their entirety by  the
Cautionary Statements.

                                
                      FINANCIAL INFORMATION
                                
     All  dollar amounts in financial statements incorporated  by
reference  into  this  Prospectus are in  United  States  dollars
("U.S.$"  or  "$")  unless  otherwise indicated.   References  to
"Cdn.$" are to Canadian dollars.

     The   consolidated  financial  statements  of  Loewen,   its
subsidiaries and associated entities (the "Company") included  in
Loewen's  reports filed pursuant to the Exchange Act are prepared
in  accordance with accounting principles generally  accepted  in
Canada ("Canadian GAAP").  Differences between Canadian GAAP  and
accounting  principles generally accepted in  the  United  States
("U.S.  GAAP"),  as applicable to the Company, are  explained  in
Note 21 to the consolidated financial statements included in

                                 3
<PAGE>

the
Company's Annual Report on Form 10-K for the year ended  December
31,  1995,  and in Note 11 to the interim consolidated  financial
statements included in the Company's Quarterly Report on Form 10-
Q for the quarter ended September 30, 1996.

     The consolidated financial statements of the Company for the
year ended December 31, 1993, and for prior years, were published
in  Canadian  dollars.  Effective January 1,  1994,  the  Company
adopted  the United States dollar as its reporting currency  and,
accordingly, has published its consolidated financial  statements
for  the  year ended December 31, 1994 and subsequent periods  in
United States dollars.  Financial information relating to periods
prior  to  January  1,  1994  has been translated  from  Canadian
dollars  into United States dollars as required by Canadian  GAAP
at the December 31, 1993 rate of U.S.$1.00=Cdn$1.3217.

                                
                           THE COMPANY
                                
      The Loewen Group Inc. operates the second-largest number of
funeral  homes  and cemeteries in North America and  the  largest
number  of funeral homes in Canada.  The Company also engages  in
the   pre-need   selling  of  funeral,  cemetery  and   cremation
merchandise  and services.  As at November 1, 1996,  the  Company
operated  946  funeral  homes  throughout  North  America.   This
included  827  funeral  homes  in the  United  States  (including
locations  in Puerto Rico) and 119 funeral homes in  Canada.   In
addition, as at such date, the Company operated 283 cemeteries in
the  United States and six cemeteries in Canada.  As at the close
of  business  on  November 1, 1996, the  Company  had  negotiated
agreements for the acquisition of a further 89 funeral homes  and
91 cemeteries in the United States.

      On  September  17, 1996, Service Corporation  International
("SCI")  publicly  distributed a letter  to  Raymond  L.  Loewen,
Chairman   and  Chief Executive Officer of Loewen, in  which  SCI
expressed an interest in discussing with Loewen a stock-for-stock
transaction that would value the Common Shares at $43 per  share.
On   September  24,  1996,  the  Board  of  Directors  of  Loewen
unanimously  rejected  the proposal.  On  October  2,  1996,  SCI
announced that it intended to make an unsolicited exchange  offer
directly  to  the shareholders of Loewen (the "Proposed  Offer").
SCI's  announcement stated that SCI would offer holders of Common
Shares  $45  worth  of  common stock of New  Service  Corporation
International, a newly organized holding company ("New SCI"), and
that SCI will offer holders of Loewen's Series C preferred shares
$29.51  worth  of New SCI common stock.  All Loewen  shareholders
would  also be entitled to elect to receive, in lieu of  New  SCI
common  stock,  shares  of  a  Canadian  subsidiary  of  New  SCI
("Canadian SCI") that would be exchangeable for, and are intended
to  be equivalent to, shares of New SCI common stock.  On October
3,  1996,  New  SCI and Canadian SCI filed with the Commission  a
Registration Statement on Form S-4 (File No. 333-13391)  relating
to  the Proposed Offer.  On October 10, 1996, the Loewen Board of
Directors  unanimously  determined that  the  Proposed  Offer  is
inadequate  and  not  in  the best interests  of  Loewen  or  its
shareholders  and  recommended that the Loewen  shareholders  not
tender their shares, if and when the Proposed Offer is commenced.
Also  on  October  10, 1996, Loewen filed with the  Commission  a
Schedule  14D-9  providing  certain  information  regarding   the
Proposed  Offer  and summarizing the reasons  why  the  Board  of
Directors  recommended  that the Loewen shareholders  not  tender
their   shares.   The  Schedule  14D-9  was  mailed   to   Loewen
shareholders on or about October 10, 1996.

      Loewen  was incorporated in 1985 under the laws of  British
Columbia,  Canada.   Loewen's  principal  executive  offices  are
located  at  4126  Norland  Avenue,  Burnaby,  British  Columbia,
Canada, V5G 3S8; telephone (604) 299-9321.

                                 4
<PAGE>     
     
                      SELLING SHAREHOLDERS
                                
         Certain  of the Selling Shareholders listed  in  the
    following  table have indicated their intention  to  sell
    some  or  all  of  the Offered Shares set forth  opposite
    their respective names.  The following table assumes that
    each  of  the Selling Shareholders will sell all  of  the
    Offered   Shares   set   forth  opposite   such   Selling
    Shareholder's name.  However, one or more of the  Selling
    Shareholders may sell only a small portion of or none  of
    the  Offered  Shares  set  forth  opposite  such  Selling
    Shareholder's name.
    
                                               Number             
                                                 of               
                           Common Shares       Shares      Common Shares
                         Beneficially Owned   Held of       Beneficially
                            Prior to the       Record     Owned After the
                              Offering         to be          Offering
                                              Sold in
                         Number     Percent     the       Number   Percent
                           of         of      Offering      of       of
                         Shares      Class                Shares    Class
                           (1)        (1)
Gulf Group, Inc. and                                                  
Affiliates (2)

Gulf Group, Inc.         596,875(3)   1.01%     49,167      0        0%

Gulf National Life                                                 
Insurance Company        547,708(4)   0.93     186,771      0        0

Gulf Holdings, Inc.      360,937(5)   0.61      82,500      0        0

Selected Funeral                                                   
Insurance Company        278,437      0.50     278,437      0        0

Bradford-O'Keefe                                                   
Funeral Homes, Inc.       20,625(6)   0.03      12,375      0        0

James F. Webb Funeral                                              
Homes, Inc.                8,250      0.01       8,250      0        0

Jeremiah J. O'Keefe, Sr. 643,750(7)   1.09      26,250      0        0

Jeffrey H. O'Keefe       783,750(7)   1.33      41,250      0        0
                                                                   
Other Selling                                                      
Shareholders
                                                                   
Willie E. Gary           375,000      0.64     375,000      0        0

People's Bank Biloxi,                                              
as escrow agent for                                                
Halbert E. Dockins, Jr.                                            
and Michael S. Allred -  240,000(8)   0.41     240,000      0        0
- - The Law Firm of
Allred and Donaldson

The O'Keefe Foundation   140,000(9)   0.24     140,000      0        0

Michael F. Cavanaugh      60,000      0.10      60,000      0        0

Footnotes appear on the following page.

                                 5
<PAGE>

(1)  Determined as of December 2, 1996

(2)  Gulf  Group,  Inc.  ("Gulf Group") and  its  affiliates  named
     herein  (collectively, the "Gulf Shareholders") hold of record
     an  aggregate  of 685,000 Common Shares, all of  which  shares
     are  Offered  Shares.  As a result of the  affiliations  among
     the Gulf Shareholders, Common Shares held of record by one  of
     the  Gulf Shareholders may be deemed to be beneficially  owned
     by  one  or  more  of  the other Gulf Shareholders.   Each  of
     Jeremiah  J.  O'Keefe, Sr. and Jeffrey H. O'Keefe  holds  more
     than  10%  of  the  outstanding shares  of  capital  stock  of
     Bradford-O'Keefe  Funeral  Homes,  Inc.  ("Bradford-O'Keefe"),
     which  is the sole shareholder of James F. Webb Funeral Homes,
     Inc.  ("James F. Webb").  Jeremiah J. O'Keefe, Sr. also  holds
     more  than 10% of the outstanding shares of capital  stock  of
     Gulf  Group,  which is the sole shareholder of  Gulf  National
     Life  Insurance  Company  ("Gulf  National").   Gulf  National
     holds  more  than  10% of the outstanding  shares  of  capital
     stock  of Gulf Holdings, Inc. ("Gulf Holdings"), which is  the
     sole   shareholder  of  Selected  Funeral  Insurance   Company
     ("Selected  Insurance").   Jeremiah  J.  O'Keefe,  Sr.  is   a
     director  of  Gulf  Group, Gulf Holdings and Bradford-O'Keefe.
     Jeffrey  H.  O'Keefe  is  a  director  of  Gulf  Group,   Gulf
     National, Gulf Holdings and Selected Insurance.

(3)  Includes  547,708  Offered  Shares  held  of  record  by  Gulf
     National,   Gulf   Holdings  and  Selected  Insurance.    Also
     includes  8,250  Common  Shares  originally  issued  to   Gulf
     National   Investment  Company  ("Gulf   Investment").    Gulf
     Investment has been merged with and into Gulf Group.

(4)  Includes  360,937  Offered  Shares  held  of  record  by  Gulf
     Holdings and Selected Insurance.

(5)  Includes  278,437  Offered Shares held of record  by  Selected
     Insurance.

(6)  Includes  8,250  Offered Shares held of  record  by  James  F.
     Webb.

(7)  Includes 617,500 Offered Shares held of record by Gulf  Group,
     Gulf  National,  Gulf Holdings, Selected Insurance,  Bradford-
     O'Keefe and James F. Webb.

(8)  Consists  of  shares held in an escrow account  which  may  be
     revoked at any time by the law firm of Allred & Donaldson.

(9)  Consists  of  shares acquired from Gulf Group,  Gulf  National
     and Jeremiah J. O'Keefe, Sr. in October 1996.

            AGREEMENTS WITH THE SELLING SHAREHOLDERS
                                
     The Offered Shares were acquired by the Selling Shareholders
(other  than  The O'Keefe Foundation, which acquired  its  shares
from certain of the Selling Shareholders) in connection with  the
settlement  (the  "Settlement")  of  certain  litigation  against
Loewen,  LGII and two indirect subsidiaries.  The Offered  Shares
are  being  registered  pursuant to certain  registration  rights
granted  by Loewen pursuant to a Shareholders' Agreement made  as
of  February  9,  1996, by and among Loewen,  LGII,  Jeremiah  J.
O'Keefe,   Sr.,   Jeffrey  H.  O'Keefe,  Bradford-O'Keefe,   Gulf
Holdings,  Gulf  Group, Gulf Investment, Gulf National,  Selected
Insurance,  James F. Webb, Michael Allred and  the  law  firm  of
Allred  &  Donaldson, Willie E. Gary and the law  firm  of  Gary,
Williams, Parenti, Finney, Lewis & McManus, Michael F. Cavanaugh,
individually,  and  Halbert E. Dockins,  Jr.,  individually  (the
"Shareholders' Agreement").

      The Shareholders' Agreement also includes, with respect  to
the  Offered Shares (a) a per share price guarantee, pursuant  to
which, in certain circumstances, LGII will be required to pay  to
each  Selling Shareholder, upon due notice ("Notice"), the amount
by  which $30 exceeds the weighted average closing price  of  the
Common  Shares  on  the New York Stock Exchange  (or  such  other
national  securities exchange or interdealer quotation system  as
may  then  be the principal United States market for  the  Common
Shares) for the five consecutive trading days preceding the  date
of  the  Notice,  (b) a voting agreement pursuant  to  which  the
Selling Shareholders have agreed, until February 9, 1998, to vote
the  Offered Shares in accordance with the recommendations of the
Board  of  Directors of Loewen, and (c) a right of first  refusal
granted  to  Loewen  or  its assignee  by  each  of  the  Selling
Shareholders.    Pursuant  to  the  terms  of  the  

                                 6
<PAGE>

Shareholders'
Agreement, Offered Shares sold pursuant to this Prospectus,  upon
transfer, will cease to be subject to the Shareholders' Agreement
and persons who so acquire Offered Shares will not be entitled to
receive any benefits from the Shareholders' Agreement.

                                
                      PLAN OF DISTRIBUTION
                                
     The  Offered Shares may be sold from time to time on the New
York Stock Exchange (or any other national securities exchange in
the  United States or interdealer quotation system on  which  the
Common  Shares  may  then  be listed),  in  privately  negotiated
transactions (which may include block transactions) or otherwise.
Such  sales  may  be made at the market price  prevailing  at  or
around  the  time  of  sale, a price related to  such  prevailing
market  price  or a negotiated price.  In addition,  the  Selling
Shareholders may engage in short sales, short sales  against  the
box  and  other transactions in the Common Shares or  derivatives
thereof, and may pledge, sell, deliver or otherwise transfer  the
Offered Shares in connection therewith.  This Prospectus  may  be
used by the Selling Shareholders or by any broker-dealer who  may
participate in sales of the Offered Shares.  Participating broker-
dealers  may act as agents or principals or both and may  receive
commissions, discounts or concessions (which may be in excess  of
customary brokers' commissions) in connection with sales or other
transfers  of  Offered Shares.  Other than  the  right  of  first
refusal  included in the Shareholders' Agreement, Loewen has  not
entered into any agreements or arrangements relating to the  sale
of the Offered Shares.

     LGII  has  agreed  to  pay the expenses of  registering  the
Offered Shares on behalf of the Selling Shareholders, other  than
broker-dealer commissions, discounts or concessions and any legal
fees  incurred  by  the Selling Shareholders in  connection  with
sales of the Offered Shares.  Loewen has agreed to indemnify  the
Selling  Shareholders  and any underwriter  (as  defined  in  the
Securities  Act)  for  a  Selling  Shareholder  against   certain
liabilities under the Securities Act.

                                
                CERTAIN RESTRICTIONS ON TRANSFER
                                
     The  Offered  Shares were issued to the Selling Shareholders
pursuant  to  a  private placement exemption under  the  laws  of
British  Columbia, Canada.  The Offered Shares may not be  traded
in  British  Columbia until the expiration  of  a  one-year  hold
period that commenced on February 15, 1996 (the "British Columbia
Hold  Period").  The British Columbia Hold Period will expire  on
February  15, 1997.  Until the British Columbia Hold  Period  has
expired,  the  Offered  Shares  may  not  be  sold  into  British
Columbia.

     Loewen has been advised by the New York Stock Exchange  that
certificates representing Offered Shares will be freely  tradable
on the New York Stock Exchange.

                                
                             EXPERTS
                                
     The consolidated financial statements of Loewen incorporated
by  reference  in  this  Prospectus have been  audited  by  KPMG,
Chartered  Accountants, for the periods indicated in  its  report
thereon,  which  is  incorporated  herein  by  reference.    Such
consolidated  financial statements have been so  incorporated  in
reliance on such report given on the authority of KPMG as experts
in accounting and auditing.

                                 7
<PAGE>
                                
                          LEGAL MATTERS
                                
     The validity of the Offered Shares have been passed upon for
Loewen  by  Russell  &  DuMoulin,  Vancouver,  British  Columbia,
Canada.

                                
   ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES AGAINST LOEWEN
                                
     Loewen is a corporation organized under and governed by  the
laws of the Province of British Columbia, Canada.  Certain of its
directors,  controlling persons, and officers  are  residents  of
Canada, and all or a portion of the assets of such persons and of
Loewen  are  located outside the United States.  As a result,  it
may  be difficult or impossible for United States holders of  the
Common  Shares  to effect service within the United  States  upon
Loewen (although it may be possible to effect service upon direct
or  indirect  United  States subsidiaries of  Loewen)  and  those
directors or officers who are not residents of the United States,
or  to  realize in the United States upon judgments of courts  of
the  United  States predicated upon the civil liability  of  such
persons  under  the Securities Act or the Exchange  Act,  to  the
extent  such judgments exceed such person's United States assets.
Loewen  has  been  advised by Russell &  DuMoulin,  its  Canadian
counsel,  that there is doubt as to the enforceability in  Canada
against  any of these persons, in original actions or in  actions
for  enforcement  of  judgments  of  United  States  courts,   of
liabilities  predicated  solely on  the  Securities  Act  or  the
Exchange Act.
                                 8
<PAGE>                                                   

  No dealer, salesperson or other person             
has   been   authorized  to   give   any             
information    or    to     make     any             
representations   other    than    those             
contained   in   this   Prospectus    in             
connection  with the offer and  sale  of             
securities made hereby, and if given  or             
made,      such      information      or             
representations must not be relied  upon     THE LOEWEN GROUP INC.
as having been authorized by the Company
or   the  Selling  Shareholders.    This             
Prospectus does not constitute an  offer             
of  any  securities other than those  to             
which  it  relates  or  an  offer  or  a             
solicitation in any jurisdiction to  any             
person to whom it is not lawful to  make             
such   offer  or  solicitation  in  such             
jurisdiction.  Neither the  delivery  of             
this Prospectus, nor any distribution of             
securities  made hereunder shall,  under             
any     circumstances,    create     any             
implication that there has  not  been  a             
change  in the facts set forth  in  this             
Prospectus  or  in the  affairs  of  the        PROSPECTUS
Company  since the date hereof  or  that             
the  information  contained  herein   is             
correct as of any time subsequent to the             
date hereof.                                         
                                                     
                                                     
           Table of contents                         
                                    Page             
                                                     
Available Information                2          1,5000,000
Incorporation of Certain Information                 
 by Reference                        2         COMMON SHARES
Disclosure Regarding Forward-Looking                 
 Statements                          3                
Financial Information                3               
The Company                          4               
Selling Shareholders                 5               
Agreements with the Selling
 Shareholders                        6                              
Plan of Distribution                 7               
Certain Restrictions on Transfer     7               
Experts                              7               
Legal Matters                        8      December 31, 1996
Enforceability of Certain Civil                      
 Liabilities Against Loewen          8




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission