Filed pursuant to Rule 424(b)(5)
File No. 333-09523
PROSPECTUS SUPPLEMENT
65,085 SHARES
THE LOEWEN GROUP INC.
COMMON SHARES WITHOUT PAR VALUE
This Prospectus Supplement is a supplement to that certain
Prospectus dated January 17, 1997, contained in the Registration
Statement on Form S-4 (File No. 333-09523) filed by The Loewen
Group Inc. ("Loewen" and, together with its subsidiaries and
associated entities, the "Company"), relating to 5,000,000 Common
shares without par value of Loewen ("Common Shares").
This Prospectus Supplement relates to (a) 59,388 Common
Shares issued by Loewen on April 3, 1997, pursuant to that
certain Merger Agreement, dated as of January 9, 1997 (the
"Riverside Memorial Agreement"), by and among Loewen, Riverside
Memorial Park, Inc., a Florida corporation ("Riverside
Memorial"), Riverside Acquisition, Inc., a Florida corporation
and a wholly-owned subsidiary of Loewen, and Roy S. Rood, sole
voting trustee for the shareholders of Riverside Memorial (the
"Riverside Memorial Shareholders"), pursuant to which Loewen
acquired all of the then outstanding shares of capital stock of
Riverside Memorial (the "Riverside Memorial Shares"), and (b)
5,697 Common Shares issued by Loewen on September 25, 1996,
pursuant to that certain Merger Agreement, dated as of September
17, 1996 (the "Merkley-Mitchell Agreement"), by and among Loewen,
Merkley-Mitchell Mortuary, a California corporation ("Merkley-
Mitchell"), MMM Acquisition, Inc., a California corporation and a
wholly-owned subsidiary of Loewen, the shareholders of Merkley-
Mitchell, and Richard C. Mitchell and Marjorie H. Mitchell, co-
trustees of one of the Shareholders (the "Merkley-Mitchell
Shareholders"), pursuant to which Loewen acquired all of the then
outstanding shares of capital stock of Merkley-Mitchell (the
"Merkley-Mitchell Shares"). A Prospectus Supplement relating to
an additional 63,836 Common Shares issued by Loewen pursuant to
the Merkley-Mitchell Agreement was filed with the Securities and
Exchange Commission on September 27, 1997.
The 59,388 Common Shares issued by Loewen to the Riverside
Memorial Shareholders were issued as payment of a portion of the
purchase price for the Riverside Memorial Shares, based on the
weighted average price of the Common Shares on the New York Stock
Exchange over the five trading days immediately preceding the
Closing Date (as defined in the Riverside Memorial Agreement),
approximately $31.93 per share. The 5,697 Common Shares issued
by Loewen to the Merkley-Mitchell Shareholders were issued as
payment of a portion of the purchase price for the Merkley-
Mitchell Shares, based on the weighted average price of the
Common Shares on the Nasdaq National Market over the ten business
day period ending five days prior to the Closing Date (as defined
in the Merkley-Mitchell Agreement), approximately $35.95 per
share. The Common Shares were listed on the New York Stock
Exchange on October 2, 1996 and, immediately prior thereto, were
voluntarily delisted from the Nasdaq National Market.
All of the Common Shares to which this Prospectus Supplement
relates have been approved for listing on the New York Stock
Exchange, The Toronto Stock Exchange and The Montreal Exchange.
However, such Common Shares may not be resold in Canada or to a
Canadian resident within a period of 40 days after their
respective issuance.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 16, 1997.
