UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
THE LOEWEN GROUP INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
54042L100
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(973)325-8660
(Name Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 1999
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of
Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all
exhibits. See Section 240.13d-7 for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 54042L100
_______________________________________________________________
1) Names of Reporting Person S.S. or I.R.S.
Identification No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_______________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_____________________________________________________________
3) SEC Use Only
_______________________________________________________________
4) Source of Funds:
WC
______________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . .
NOT APPLICABLE
_______________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
________________________________________________________________
(7) Sole voting Power
Number of 1,950,500
Shares Bene-
ficially (8) Shared Voting Power
owned by 1,274,100
Each Report-
ing Person (9) Sole Dispositive Power
With 1,950,500
________________________________________________________________
(10) Shared Dispositive Power
1,274,100
________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,224,600
________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
4.4%
________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 3,224,600 Shares. Of this
amount, 1,950,500 Shares were purchased by Omega Overseas
Partners, Ltd., at a cost of $43,465,574; and 1,274,100
Shares were purchased by the Managed Account at a cost of
$22,400,871. The source of funds for the purchase of all such
Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended March 31, 1999 filed
with the Securities and Exchange Commission, there were issued
and outstanding 74,061,600 Shares of Common Stock. Omega
Overseas Partners, Ltd., owns 1,950,500 Shares, or 2.6% of those
outstanding; and the Managed Account owns 1,274,100 Shares,
or 1.7% of those outstanding.
The following table details the transactions by each
of Omega Overseas Partners, Ltd., and the Managed Account in
shares of Common Stock within the 60 day period prior to May 20,
1999 and to the date of this filing. All such transactions were
open market sale transactions.
Omega Overseas Partners, Ltd.
Date of Price Per
Transaction Shares Sold Share
03/31/99 30,100 $1.76
04/19/99 94,600 1.00
04/20/99 9,500 1.00
04/21/99 6,300 1.00
05/20/99 291,600 0.88
The Managed Account
Date of Price Per
Transaction Shares Sold Share
03/23/99 137,500 $1.39
03/31/99 96,500 1.76
04/19/99 50,800 1.00
04/20/99 4,500 1.00
04/21/99 9,700 1.00
05/20/99 190,400 .88
Cooperman ceased to be the beneficial owner of more
than 5% of the Shares on May 20, 1999.
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is
true, complete and correct.
Dated: May 25, 1999
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P.,
and Omega Capital Investors, L.P.,
and as President of Omega Advisors, Inc.
By /s/ Alan M. Stark
ALAN M. STARK
Attorney-in-Fact
Power of Attorney on file
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
