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

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

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



                                   FORM 8-K



                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)          November 23, 1998
                                                  -----------------------------



                                LOEWS CORPORATION
-------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)


         Delaware                      1-6541                    13-2646102
-------------------------------------------------------------------------------
(State or other jurisdiction        (Commission              (I.R.S. employer
of incorporation or organization)   file number)            identification no.)
 

   667 Madison Avenue, New York, N.Y.                         10021-8087
------------------------------------------------------------------------------- 
 (Address of principal executive offices)                     (Zip code)




Registrant's telephone number, including area code        (212) 521-2000
                                                   ----------------------------


                                NOT APPLICABLE
-------------------------------------------------------------------------------
     (Former name or former address, if changed since last report)




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

                                    Page 1

Item 5. Other Events.
        ------------

 On November 23, 1998, the Company's subsidiary, Lorillard Tobacco Company
("Lorillard"), Philip Morris Incorporated, Brown & Williamson Tobacco
Corporation and R.J. Reynolds Tobacco Company (the "Original Participating
Manufacturers" and, together with Liggett Group, Inc. and any other tobacco
product manufacturer that becomes a signatory, the "Participating
Manufacturers") entered into a Master Settlement Agreement (the "Agreement")
with 46 states, the District of Columbia, the Commonwealth of Puerto Rico,
Guam, the U.S. Virgin Islands, American Samoa and the Northern Marianas
(collectively, the "Settling States") to settle the asserted and unasserted
health care cost recovery and certain other claims of those states. The
Original Participating Manufacturers had previously settled similar claims
brought by Mississippi, Florida, Texas, and Minnesota.

 The Agreement is subject to final judicial approval in each of the Settling
States. If a Settling State does not obtain final judicial approval by December
31, 2001, the Agreement will be terminated with respect to such state. The
Agreement, however, will remain in effect as to each Settling State in which
final judicial approval is obtained. The Agreement provides that it is not an
admission or concession or evidence of any liability or wrongdoing on the part
of any party, and was entered into by the Original Participating Manufacturers
to avoid the further expense, inconvenience, burden and uncertainty of
litigation.

 The Agreement is filed as an Exhibit to this Form 8-K and the following
summary of the Agreement is qualified by reference thereto.

Advertising and Marketing Restrictions

 The Agreement restricts tobacco product advertising and marketing within the
Settling States and otherwise restricts the activities of Participating
Manufacturers. Among other things, it:

 (i)    prohibits the targeting of youth in the advertising, promotion or
        marketing of tobacco products;

 (ii)   bans the use of cartoon characters in all tobacco advertising and
        promotion;

 (iii)  limits each Participating Manufacturer to one tobacco brand name
        sponsorship during any twelve-month period. The single permitted
        sponsorship may not include major team sports or events in which the
        intended audience includes a significant percentage of youth. The
        Agreement limits the advertising and promotion in connection with such
        permitted sponsorship, and bans agreements to name any stadium or
        arena in the name of a tobacco brand name;

 (iv)   bans all outdoor advertising of tobacco products (including, but not
        limited to, billboards and tobacco advertising in transportation
        facilities, vehicles, enclosed stadia and shopping malls), with the
        exception of signs 14 square feet or less in dimension at retail
        establishments that sell tobacco products (other than solely through
        vending machines). The Settling States may use removed billboards for

                                    Page 2

        anti-tobacco advertising for the duration of the existing lease period
        at the expense of the applicable Participating Manufacturer;

 (v)    bars Participating Manufacturers from entering into agreements that
        prohibit a third party from selling, purchasing or displaying anti-
        tobacco advertising;

 (vi)   prohibits payments for tobacco product placement in various media;

 (vii)  bans Participating Manufacturers from offering or selling non-tobacco
        apparel and other merchandise that bears a tobacco brand name, subject
        to specified exceptions;

 (viii) prohibits the distribution of free samples of tobacco products except
        within an adult-only facility;

 (ix)   bans gift offers based on the purchase of tobacco products without
        sufficient proof that the intended gift recipient is an adult;

 (x)    prohibits each Participating Manufacturer from licensing or expressly
        authorizing third parties to advertise such manufacturer's tobacco
        brand names in any manner prohibited under the Agreement to that
        manufacturer itself;

 (xi)   prohibits Participating Manufacturers from using as a tobacco product
        brand name any nationally recognized non-tobacco brand or trade name
        or the names of sports teams, entertainment groups or individual
        celebrities, subject to specified exceptions;

 (xii)  prohibits Participating Manufacturers from selling or manufacturing
        packs containing fewer than twenty cigarettes through December 31,
        2001, and bars Participating Manufacturers from opposing proposed
        legislation to prohibit the sale of packs containing fewer than twenty
        cigarettes;

 (xiii) requires Participating Manufacturers to affirm corporate principles to
        comply with the Agreement and to reduce underage usage of tobacco
        products;

 (xiv)  imposes requirements applicable to lobbying activities conducted on
        behalf of Participating Manufacturers;

 (xv)   prohibits Participating Manufacturers from agreeing to limit or
        suppress smoking and health information or research or product
        development research;

 (xvi)  prohibits Participating Manufacturers from making any material
        misrepresentation of fact regarding the health consequences of using
        tobacco products; and

 (xvii) provides for the dissolution of the Council for Tobacco Research  
        U.S.A., Inc., The Tobacco Institute, Inc. and the Center for Indoor
        Air Research, Inc. and establishes rules for the regulation and
        oversight of any new tobacco-related trade association.

                                    Page 3

Public Disclosure

 Until June 30, 2010, the Original Participating Manufacturers will maintain
their current Internet websites, which include documents produced in the
Minnesota health care cost recovery action and pursuant to Congressional
subpoena. They will add to the websites documents that were produced in the
actions brought by the Settling States and that are not subject to specified
protection against disclosure, as well as other specified documents.

Tobacco Control and Underage Use Laws

 Once the Agreement is approved with finality in a Settling State, the
Participating Manufacturers will not initiate new facial challenges to
statutes, ordinances and administrative rules relating to tobacco control that
were enacted by that state or its political subdivisions before June 1, 1998.

Industry Payments

 Initial Payments. The Original Participating Manufacturers will pay
 ----------------
$2,400,000,000 two business days after court approval of the escrow agreement. 
This payment will be allocated among the Original Participating Manufacturers
based on their relative market capitalization (as stated in Exhibit K of the
Agreement) and will be reduced by a percentage allocated to any states that do
not receive final judicial approval of the Agreement. Lorillard's share of this
payment is $175,200,000. The Original Participating Manufacturers will also pay
$2,472,000,000 on January 10, 2000; $2,546,160,000 on January 10, 2001;
$2,622,544,800 on January 10, 2002 and $2,701,221,144 on January 10, 2003.
These payments will be allocated among the Original Participating Manufacturers
on the basis of relative unit volume of domestic cigarette shipments, will be
reduced by a percentage allocated to any states that do not receive final
judicial approval of the Agreement, and will be subject to adjustment for
changes in the volume of domestic cigarette shipments.

 Payments to Foundation. The Original Participating Manufacturers will also
 ----------------------
make payments to fund a national foundation to be established by the National
Association of Attorneys General to conduct educational programs to counter
underage tobacco use, to educate consumers about the cause and prevention of
diseases associated with the use of tobacco products and to engage in specified
related activities other than political or lobbying activities. On March 31,
1999 and on each March 31 for the subsequent nine years, the Original
Participating Manufacturers will pay $25 million to fund the foundation. These
payments will be allocated among the Original Participating Manufacturers on
the basis of their relative unit volume of domestic cigarette shipments, and
will be held in escrow until the occurrence of final judicial approval of the
Agreement in at least one Settling State. In addition, the Original
Participating Manufacturers will make  further payments for the benefit of a
national public education fund established by the foundation in the amounts of
$250 million on March 31, 1999, and $300 million on March 31 of 2000, 2001,
2002 and 2003. These payments will be allocated among the Original
Participating Manufacturers on the basis of their relative unit volume of
domestic cigarette shipments, and (other than the payment due on March 31,
1999) will be subject to adjustment for inflation and changes in the unit
volume of domestic cigarette shipments. The $250 million payment is to be held

                                    Page 4

in escrow until final judicial approval of the Agreement has occurred in at
least one Settling State. The $300 million payments are to be held in escrow
until final judicial approval of the Agreement has occurred in a sufficient
number of Settling States, as described in the Agreement.

 The Original Participating Manufacturers will also make the following
additional payments for the benefit of the national public education fund. If,
for any calendar year beginning with 2003, the Participating Manufacturers who
were Participating Manufacturers for the entire calendar year in question had
an aggregate share of all domestic cigarette shipments for such year equal to
or greater than 99.05%, the Original Participating Manufacturers will pay $300
million for the benefit of the national public education fund on April 15 of
the subsequent year. These payments will be allocated among the Original
Participating Manufacturers on the basis of their relative unit volume of
domestic cigarette shipments, will be reduced by a percentage allocated to any
states that do not receive final judicial approval of the Agreement, and will
be subject to adjustment for inflation and changes in the unit volume of
domestic cigarette shipments.

 Payment to Enforcement Fund. On March 31, 1999, the Original Participating
 ---------------------------
Manufacturers will pay $50 million for the benefit of a fund to be established
by the National Association of Attorneys General to provide for the enforcement
and implementation of the Agreement and the investigation and litigation of
potential violations of laws with respect to tobacco products. The payment will
be allocated among the Original Participating Manufacturers based on their
relative unit volume of domestic cigarette shipments. This payment will be held
in escrow until final judicial approval of the Agreement has occurred in at
least one Settling State.

 Annual and Strategic Contribution Payments. On April 15, 2000 and on each
 ------------------------------------------
April 15 thereafter, the Original Participating Manufacturers will pay the
following amounts (subject to adjustment as described below):

                       2000                 $4.5 billion
                       2001                 $5 billion
                     2002-2003              $6.5 billion
                     2004-2007              $8 billion
                     2008-2017              $8.139 billion
             2018 and each year thereafter  $9 billion

 These annual payments will be allocated among the Original Participating
Manufacturers based on their relative unit volume of domestic cigarette
shipments, will be reduced by a percentage allocated to any states that do not
receive final judicial approval of the Agreement and by a percentage allocated
to those states (Mississippi, Florida, Texas and Minnesota) that have already
settled similar claims with the leading tobacco companies, and will be adjusted
for inflation and changes in the unit volume of domestic cigarette shipments. 
These payments will also be subject to adjustment and offset as described
below.

 In addition to the foregoing payments, the Original Participating
Manufacturers will pay $861 million on April 15, 2008 and on each April 15
thereafter through 2017. These strategic contribution payments will be

                                    Page 5

allocated among the Original Participating Manufacturers based on their
relative unit volume of domestic cigarette shipments, will be reduced by a
percentage allocated to any states that do not receive final judicial approval
of the Agreement, and will be adjusted for inflation and changes in the unit
volume of domestic cigarette shipments. These payments will also be subject to
adjustment and offset as described below.

 The cumulative annual and strategic contribution payments due in a year will
also be subject to further adjustment and offset as follows:

   (i) Those payments will be subject to an "NPM adjustment" in the event that
 the Participating Manufacturers' aggregate market share of domestic cigarette
 shipments in the calendar year preceding the year in which the payment in
 question is due falls below their 1997 aggregate market share less two
 percentage points (a "market share loss"). This adjustment shall only apply if
 (A) the disadvantages experienced as a result of the provisions of this
 Agreement are determined to be a significant factor contributing to the market
 share loss; and (B) during the calendar year immediately preceding the year in
 which the payment in question is due the aggregate number of cigarettes
 shipped domestically by specified Participating Manufacturers does not exceed
 the aggregate number of cigarettes shipped domestically by such Participating
 Manufacturers in 1997. If the foregoing conditions are met, the annual and
 strategic contribution payments for the year in question will be reduced by 3%
 for each 1% of market share loss, up to a market share loss of 16 2/3% (and by
 a different specified percentage for each additional percentage point [or
 portion thereof] of market share loss). The reduction in payments pursuant to
 the NPM adjustment will be allocated among all Settling States that did not
 have a qualifying statute in full force and effect during a specified period
 of the prior calendar year, defined as a statute that neutralizes the cost
 disadvantages in the state in question that is imposed on Participating
 Manufacturers by virtue of the Agreement. A state that had a qualifying
 statute in full force and effect during a specified period of the prior
 calendar year will not have any reduction pursuant to the NPM adjustment
 allocated to it, and what would have been its allocated share of such
 reduction will instead be reallocated to (and further reduce the payments to)
 those Settling States without qualifying statutes. If a state passes a
 qualifying statute that is in the form of the model statute attached to the
 Agreement as Exhibit T, but such statute is invalidated, the reduction in
 payments pursuant to the NPM adjustment may be allocated to that state, but
 may not reduce the annual and strategic contribution payments to that state in
 any year by more than 65%, and any additional reduction that would have
 applied to such state will instead be reallocated to (and further reduce the
 payments to) those Settling States without qualifying statutes.

 A reduction in payments by the Original Participating Manufacturers pursuant
 to the NPM adjustment will be allocated among the Original Participating
 Manufacturers as follows: First, each Original Participating Manufacturer that
 lost market share during the year in question on a disproportionate basis
 relative to other Original Participating Manufacturers shall be allocated up
 to $300 million of the reduction.  Any remaining reduction will be allocated
 among all Original Participating Manufacturers on the basis of relative unit
 volume of domestic cigarette shipments (except that, as described in the
 Agreement, there may be further reallocation between Lorillard and Philip
 Morris Incorporated).

                                    Page 6


   (ii) These payments will also be subject to a dollar-for-dollar offset for
 amounts paid (by settlement, tax or otherwise) by Participating Manufacturers
 (and made available to any Settling State) pursuant to certain federal
 tobacco-related legislation enacted after November 23, 1998 but on or before
 November 30, 2002, to the extent that the amounts made available to the
 Settling State in question are either (a) unrestricted as to their use or (b)
 restricted to any form of health care or to any use related to tobacco (except
 for amounts specifically applicable to tobacco growers or communities
 dependent on the production of tobacco or tobacco products). This offset,
 however, will not apply to the extent that the federal legislation either
 conditions the state's receipt of the federal money upon relinquishment of
 rights or benefits under the Agreement or imposes other specified conditions
 on the state's receipt of the money that the state chooses not to fulfill.

   (iii) These payments will also be subject to a further offset as follows:
 The Settling States (as detailed below) will release Participating
 Manufacturers, their parents and affiliates and the other released parties (as
 defined in the Agreement) from all released claims (as defined in the
 Agreement) brought by the Settling States (and any of their agencies and
 similar entities), by political subdivisions (such as cities and counties)
 within those states, and by any other person or entity seeking specified types
 of relief. In the event that this release is deemed unenforceable as against
 any of these releasing parties, the Participating Manufacturers will receive a
 dollar-for-dollar offset for amounts paid by any released party (whether by
 judgment or settlement) on any released claims brought by any such releasing
 parties.

   (iv) These payments will also be subject to a further dollar-for-dollar
 offset for amounts paid on certain contribution (or similar) claims by
 specified non-settling parties.

 Escrow. All payments described above will be made into escrow. The foundation
 ------
and enforcement fund payments will be disbursed from escrow as provided above,
and will revert back to the Participating Manufacturers if the conditions for
their disbursement are not fulfilled by December 31, 2001. Each Settling
State's share of the remaining payments will not be disbursed to that state
until after the Agreement is given final judicial approval in that state. If
such approval does not occur by December 31, 2001 (or if the Agreement is
terminated in that state), that state's share of the payments held in escrow
will revert back to the Participating Manufacturers.

 Costs and Attorneys Fees. The Original Participating Manufacturers will
 ------------------------
reimburse the Settling States and other specified governmental entities for
reasonable costs and expenses incurred in connection with the settled claims
and for time reasonably expended by their attorneys and paralegals in
connection with the settled actions, subject to an aggregate cap of $150
million. These payments will be allocated among the Original Participating
Manufacturers on the basis of relative unit volume of domestic cigarette
shipments.

 The Original Participating Manufacturers will also pay the reasonable fees of
outside counsel representing the Settling States and other specified
governmental entities. The Original Participating Manufacturers will offer to

                                    Page 7

liquidate such fees and, to the extent such offers are accepted, will pay such
fees over five years, beginning in 1999, subject to an annual aggregate cap of
$250 million. The fees of attorneys who do not accept such offers will be set
by a panel of arbitrators and, together with the fees of attorneys representing
certain other state and class actions, will be subject to a separate and
additional nationwide annual cap of $500 million. Amounts owed in a particular
year that could not be paid because of the cap will be rolled over to the next
year. In addition, the Original Participating Manufacturers will also pay the
reasonable costs and expenses of such outside counsel, subject to an annual cap
of $75 million. All such payments to outside counsel will be allocated among
the Original Participating Manufacturers on the basis of relative unit volume
of domestic cigarette shipments.

 Payment Responsibility. The payment obligations under the Agreement are the
 ----------------------
several and not joint obligations of each Participating Manufacturer and are
not the responsibility of any parent or affiliate of a Participating
Manufacturer.

 Payments By Other Participating Manufacturers. Tobacco companies (other than
 ---------------------------------------------
the four Original Participating Manufacturers) that are party to the Agreement
have the following payment obligations: Such a company that becomes a party on
or prior to January 22, 1999 will have no payment obligations unless its market
share exceeds the greater of 125% of its 1997 market share or 100% of its 1998
market share. In the year following any year in which its market share does so
exceed the greater of these base market shares, such company will pay on each
excess unit an amount equal (on a per-unit basis) to that paid during such
following year by the Original Participating Manufacturers pursuant to the
foundation payments (except for the $250 million payment due on March 31, 1999)
and the annual and strategic contribution payments, subject to all applicable
adjustments, offsets and reductions (other than the adjustment for changes in
the unit volume of domestic cigarette shipments). Such a company that does not
become a party until after January 22, 1999 will pay on each unit sold an
amount equal (on a per-unit basis) to that paid during the year in question by
the Original Participating Manufacturers pursuant to the foundation payments
(except for the $250 million payment due on March 31, 1999) and the annual and
strategic contribution payments, subject to all applicable adjustments, offsets
and reductions (other than the adjustment for changes in the unit volume of
domestic cigarette shipments).

Most Favored Nation Provisions

 If before October 1, 2000, a Participating Manufacturer enters into any
settlement agreement of similar litigation with a non-federal, non-foreign
governmental plaintiff on terms more favorable than the overall terms of the
Agreement, then the Settling States will obtain treatment with respect to such
Participating Manufacturer at least as relatively favorable as such
governmental plaintiff obtained. The Agreement does not require adjustment to
reflect more favorable economic terms pursuant to settlements reached after a
jury is empaneled or in other specified circumstances.

 If on or after October 1, 2000, a Participating Manufacturer enters into any
future settlement agreement of similar litigation with a non-federal, non-
foreign governmental plaintiff on non-economic terms more favorable than the

                                    Page 8

non-economic terms of the Agreement, and such future settlement agreement
contains terms related to the marketing or distributing of tobacco products or
other such non-economic terms not contained in the Agreement, then the
Agreement will be revised with respect to that Participating Manufacturer to
include such terms if the Settling States so desire.

 In the event that any Settling State resolves by settlement similar claims
against any non-Participating Manufacturer on overall terms more favorable to
such non-Participating Manufacturer than those of the Agreement, including
terms related to the marketing or distributing of tobacco products or providing
a lower settlement cost per pack of cigarettes sold, the Participating
Manufacturers will obtain, with respect to such Settling State, overall terms
at least as relatively favorable.

Scope of Release

 Each Settling State (including, but not limited to, such Settling State's
agencies, subdivisions and officials), as well as other releasing parties as
specified in the Agreement, will release all Participating Manufacturers and
their past, present and future affiliates, the respective officers, directors,
employees, retailers, and distributors of the foregoing, and other  released
parties as specified in the Agreement: (i) with respect to past conduct, acts
or omissions, from any and all civil claims in any way related to the use,
sale, distribution, manufacture, development, advertising, marketing or health
effects of, to the exposure to, or to research, statements or warnings
regarding, tobacco products (with the exception of certain specified tax or
license-fee related claims as specified in the Agreement); and (ii) with
respect to future conduct, acts or omissions, from monetary civil claims in any
way related to the use of or exposure to tobacco products manufactured in the
ordinary course of business, including without limitation any future claims for
reimbursement of health-care costs allegedly associated with the use of or
exposure to tobacco products.

Brand Transfers

 No Original Participating Manufacturer may sell or transfer any of its
cigarette brands, businesses or product formulas (except for use exclusively
outside the United States) to an entity that is not an Original Participating
Manufacturer unless such entity agrees to assume the obligations of an Original
Participating Manufacturer with respect to such sold or transferred cigarette
brand, business or product formula. In the event of any such sale or transfer
to an entity that within 180 days of the sale or transfer was a non-
Participating Manufacturer, the Participating Manufacturer making the sale or
transfer must certify that the acquiror or transferee has the capability of
performing the obligations of a Participating Manufacturer. If a Participating
Manufacturer ceases selling in the United States a cigarette brand owned in the
United States prior to July 1, 1998 and an affiliate of such Participating
Manufacturer thereafter sells such brand in the United States, then such
affiliate shall be considered the successor of such Participating Manufacturer
with respect to such brand.

Tobacco Growers

 The Participating Manufacturers have also, as part of the Agreement, committed
to work cooperatively with the tobacco grower community to address concerns

                                    Page 9

about the potential adverse economic impact on that community and have
committed to meet with the political leadership of states with grower
communities to address those economic concerns. Such discussions may lead to
substantial additional payments by Lorillard and other tobacco product
manufacturers to address those concerns.

Effect On Other Settlements

 The states that have previously entered into settlements of health care cost
recovery actions with Lorillard (Mississippi, Florida, Texas and Minnesota) may
contend that, under the terms of the "most favored nations" clauses of their
settlement agreements, they are entitled to have non-economic terms from the
Agreement added to their settlement agreements.

Financial Effects

 Lorillard's share of the initial payment, due two business days after court
approval of the escrow agreement, is $175,200,000 and will be funded from
Lorillard's available cash. The Company will incur an additional charge to
expense in the fourth quarter of 1998, anticipated to be approximately
$150,000,000, to cover Lorillard's fixed and determinable costs associated with
the Agreement, such as payments due in 1999 for the benefit of the national
public education fund. As a result, the Company's fourth quarter pre-tax charge
will amount to approximately $325,200,000. The Company anticipates that
Lorillard's share of all other payments under the Agreement will be charged to
expense as the related sales occur and may be funded through price increases.
(On November 23, 1998, Lorillard increased the list price of all of its brands
by $22.50 per thousand cigarettes.) The Company believes that the Agreement
will materially adversely affect its operating income and cash flows for the
fourth quarter and year 1998, and will likely materially adversely affect the
cash flows and operating income of the Company in future years. The degree of
the adverse impact will depend, among other things, on the rates of decline in
United States cigarette sales in the premium and discount segments, Lorillard's
share of the domestic premium and discount cigarette segments, and the effect
of any resulting cost advantage of manufacturers not subject to the Agreement.

Item 7.  Exhibits.
------   --------

(c) Exhibits

  10.  Master Settlement Agreement.


                                    Page 10

                                  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                            LOEWS CORPORATION
                                            -----------------
                                            (Registrant)





Dated: November 25, 1998                By: /s/ Peter W. Keegan
                                            ---------------------
                                            Peter W. Keegan
                                            Senior Vice President
                                            Chief Financial Officer

                                    Page 11
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===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

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

                                   FORM 8-K

                                CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)          November 23, 1998
                                                  -----------------------------

                                LOEWS CORPORATION
-------------------------------------------------------------------------------
          (Exact name of registrant as specified in its charter)

         Delaware                      1-6541                    13-2646102
-------------------------------------------------------------------------------
(State or other jurisdiction        (Commission              (I.R.S. employer
of incorporation or organization)   file number)            identification no.)
 

   667 Madison Avenue, New York, N.Y.                         10021-8087
------------------------------------------------------------------------------- 
 (Address of principal executive offices)                     (Zip code)

Registrant's telephone number, including area code        (212) 521-2000
                                                   ----------------------------

                                NOT APPLICABLE
-------------------------------------------------------------------------------
     (Former name or former address, if changed since last report)

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

                                    Page 1

Item 5. Other Events.
        ------------

 On November 23, 1998, the Company's subsidiary, Lorillard Tobacco Company
("Lorillard"), Philip Morris Incorporated, Brown & Williamson Tobacco
Corporation and R.J. Reynolds Tobacco Company (the "Original Participating
Manufacturers" and, together with Liggett Group, Inc. and any other tobacco
product manufacturer that becomes a signatory, the "Participating
Manufacturers") entered into a Master Settlement Agreement (the "Agreement")
with 46 states, the District of Columbia, the Commonwealth of Puerto Rico,
Guam, the U.S. Virgin Islands, American Samoa and the Northern Marianas
(collectively, the "Settling States") to settle the asserted and unasserted
health care cost recovery and certain other claims of those states. The
Original Participating Manufacturers had previously settled similar claims
brought by Mississippi, Florida, Texas, and Minnesota.

 The Agreement is subject to final judicial approval in each of the Settling
States. If a Settling State does not obtain final judicial approval by December
31, 2001, the Agreement will be terminated with respect to such state. The
Agreement, however, will remain in effect as to each Settling State in which
final judicial approval is obtained. The Agreement provides that it is not an
admission or concession or evidence of any liability or wrongdoing on the part
of any party, and was entered into by the Original Participating Manufacturers
to avoid the further expense, inconvenience, burden and uncertainty of
litigation.

 The Agreement is filed as an Exhibit to this Form 8-K and the following
summary of the Agreement is qualified by reference thereto.

Advertising and Marketing Restrictions

 The Agreement restricts tobacco product advertising and marketing within the
Settling States and otherwise restricts the activities of Participating
Manufacturers. Among other things, it:

 (i)    prohibits the targeting of youth in the advertising, promotion or
        marketing of tobacco products;

 (ii)   bans the use of cartoon characters in all tobacco advertising and
        promotion;

 (iii)  limits each Participating Manufacturer to one tobacco brand name
        sponsorship during any twelve-month period. The single permitted
        sponsorship may not include major team sports or events in which the
        intended audience includes a significant percentage of youth. The
        Agreement limits the advertising and promotion in connection with such
        permitted sponsorship, and bans agreements to name any stadium or
        arena in the name of a tobacco brand name;

 (iv)   bans all outdoor advertising of tobacco products (including, but not
        limited to, billboards and tobacco advertising in transportation
        facilities, vehicles, enclosed stadia and shopping malls), with the
        exception of signs 14 square feet or less in dimension at retail
        establishments that sell tobacco products (other than solely through
        vending machines). The Settling States may use removed billboards for

                                    Page 2

        anti-tobacco advertising for the duration of the existing lease period
        at the expense of the applicable Participating Manufacturer;

 (v)    bars Participating Manufacturers from entering into agreements that
        prohibit a third party from selling, purchasing or displaying anti-
        tobacco advertising;

 (vi)   prohibits payments for tobacco product placement in various media;

 (vii)  bans Participating Manufacturers from offering or selling non-tobacco
        apparel and other merchandise that bears a tobacco brand name, subject
        to specified exceptions;

 (viii) prohibits the distribution of free samples of tobacco products except
        within an adult-only facility;

 (ix)   bans gift offers based on the purchase of tobacco products without
        sufficient proof that the intended gift recipient is an adult;

 (x)    prohibits each Participating Manufacturer from licensing or expressly
        authorizing third parties to advertise such manufacturer's tobacco
        brand names in any manner prohibited under the Agreement to that
        manufacturer itself;

 (xi)   prohibits Participating Manufacturers from using as a tobacco product
        brand name any nationally recognized non-tobacco brand or trade name
        or the names of sports teams, entertainment groups or individual
        celebrities, subject to specified exceptions;

 (xii)  prohibits Participating Manufacturers from selling or manufacturing
        packs containing fewer than twenty cigarettes through December 31,
        2001, and bars Participating Manufacturers from opposing proposed
        legislation to prohibit the sale of packs containing fewer than twenty
        cigarettes;

 (xiii) requires Participating Manufacturers to affirm corporate principles to
        comply with the Agreement and to reduce underage usage of tobacco
        products;

 (xiv)  imposes requirements applicable to lobbying activities conducted on
        behalf of Participating Manufacturers;

 (xv)   prohibits Participating Manufacturers from agreeing to limit or
        suppress smoking and health information or research or product
        development research;

 (xvi)  prohibits Participating Manufacturers from making any material
        misrepresentation of fact regarding the health consequences of using
        tobacco products; and

 (xvii) provides for the dissolution of the Council for Tobacco Research  
        U.S.A., Inc., The Tobacco Institute, Inc. and the Center for Indoor
        Air Research, Inc. and establishes rules for the regulation and
        oversight of any new tobacco-related trade association.

                                    Page 3

Public Disclosure

 Until June 30, 2010, the Original Participating Manufacturers will maintain
their current Internet websites, which include documents produced in the
Minnesota health care cost recovery action and pursuant to Congressional
subpoena. They will add to the websites documents that were produced in the
actions brought by the Settling States and that are not subject to specified
protection against disclosure, as well as other specified documents.

Tobacco Control and Underage Use Laws

 Once the Agreement is approved with finality in a Settling State, the
Participating Manufacturers will not initiate new facial challenges to
statutes, ordinances and administrative rules relating to tobacco control that
were enacted by that state or its political subdivisions before June 1, 1998.

Industry Payments

 Initial Payments. The Original Participating Manufacturers will pay
 ----------------
$2,400,000,000 two business days after court approval of the escrow agreement. 
This payment will be allocated among the Original Participating Manufacturers
based on their relative market capitalization (as stated in Exhibit K of the
Agreement) and will be reduced by a percentage allocated to any states that do
not receive final judicial approval of the Agreement. Lorillard's share of this
payment is $175,200,000. The Original Participating Manufacturers will also pay
$2,472,000,000 on January 10, 2000; $2,546,160,000 on January 10, 2001;
$2,622,544,800 on January 10, 2002 and $2,701,221,144 on January 10, 2003.
These payments will be allocated among the Original Participating Manufacturers
on the basis of relative unit volume of domestic cigarette shipments, will be
reduced by a percentage allocated to any states that do not receive final
judicial approval of the Agreement, and will be subject to adjustment for
changes in the volume of domestic cigarette shipments.

 Payments to Foundation. The Original Participating Manufacturers will also
 ----------------------
make payments to fund a national foundation to be established by the National
Association of Attorneys General to conduct educational programs to counter
underage tobacco use, to educate consumers about the cause and prevention of
diseases associated with the use of tobacco products and to engage in specified
related activities other than political or lobbying activities. On March 31,
1999 and on each March 31 for the subsequent nine years, the Original
Participating Manufacturers will pay $25 million to fund the foundation. These
payments will be allocated among the Original Participating Manufacturers on
the basis of their relative unit volume of domestic cigarette shipments, and
will be held in escrow until the occurrence of final judicial approval of the
Agreement in at least one Settling State. In addition, the Original
Participating Manufacturers will make  further payments for the benefit of a
national public education fund established by the foundation in the amounts of
$250 million on March 31, 1999, and $300 million on March 31 of 2000, 2001,
2002 and 2003. These payments will be allocated among the Original
Participating Manufacturers on the basis of their relative unit volume of
domestic cigarette shipments, and (other than the payment due on March 31,
1999) will be subject to adjustment for inflation and changes in the unit
volume of domestic cigarette shipments. The $250 million payment is to be held

                                    Page 4

in escrow until final judicial approval of the Agreement has occurred in at
least one Settling State. The $300 million payments are to be held in escrow
until final judicial approval of the Agreement has occurred in a sufficient
number of Settling States, as described in the Agreement.

 The Original Participating Manufacturers will also make the following
additional payments for the benefit of the national public education fund. If,
for any calendar year beginning with 2003, the Participating Manufacturers who
were Participating Manufacturers for the entire calendar year in question had
an aggregate share of all domestic cigarette shipments for such year equal to
or greater than 99.05%, the Original Participating Manufacturers will pay $300
million for the benefit of the national public education fund on April 15 of
the subsequent year. These payments will be allocated among the Original
Participating Manufacturers on the basis of their relative unit volume of
domestic cigarette shipments, will be reduced by a percentage allocated to any
states that do not receive final judicial approval of the Agreement, and will
be subject to adjustment for inflation and changes in the unit volume of
domestic cigarette shipments.

 Payment to Enforcement Fund. On March 31, 1999, the Original Participating
 ---------------------------
Manufacturers will pay $50 million for the benefit of a fund to be established
by the National Association of Attorneys General to provide for the enforcement
and implementation of the Agreement and the investigation and litigation of
potential violations of laws with respect to tobacco products. The payment will
be allocated among the Original Participating Manufacturers based on their
relative unit volume of domestic cigarette shipments. This payment will be held
in escrow until final judicial approval of the Agreement has occurred in at
least one Settling State.

 Annual and Strategic Contribution Payments. On April 15, 2000 and on each
 ------------------------------------------
April 15 thereafter, the Original Participating Manufacturers will pay the
following amounts (subject to adjustment as described below):

                       2000                 $4.5 billion
                       2001                 $5 billion
                     2002-2003              $6.5 billion
                     2004-2007              $8 billion
                     2008-2017              $8.139 billion
             2018 and each year thereafter  $9 billion

 These annual payments will be allocated among the Original Participating
Manufacturers based on their relative unit volume of domestic cigarette
shipments, will be reduced by a percentage allocated to any states that do not
receive final judicial approval of the Agreement and by a percentage allocated
to those states (Mississippi, Florida, Texas and Minnesota) that have already
settled similar claims with the leading tobacco companies, and will be adjusted
for inflation and changes in the unit volume of domestic cigarette shipments. 
These payments will also be subject to adjustment and offset as described
below.

 In addition to the foregoing payments, the Original Participating
Manufacturers will pay $861 million on April 15, 2008 and on each April 15
thereafter through 2017. These strategic contribution payments will be

                                    Page 5

allocated among the Original Participating Manufacturers based on their
relative unit volume of domestic cigarette shipments, will be reduced by a
percentage allocated to any states that do not receive final judicial approval
of the Agreement, and will be adjusted for inflation and changes in the unit
volume of domestic cigarette shipments. These payments will also be subject to
adjustment and offset as described below.

 The cumulative annual and strategic contribution payments due in a year will
also be subject to further adjustment and offset as follows:

   (i) Those payments will be subject to an "NPM adjustment" in the event that
 the Participating Manufacturers' aggregate market share of domestic cigarette
 shipments in the calendar year preceding the year in which the payment in
 question is due falls below their 1997 aggregate market share less two
 percentage points (a "market share loss"). This adjustment shall only apply if
 (A) the disadvantages experienced as a result of the provisions of this
 Agreement are determined to be a significant factor contributing to the market
 share loss; and (B) during the calendar year immediately preceding the year in
 which the payment in question is due the aggregate number of cigarettes
 shipped domestically by specified Participating Manufacturers does not exceed
 the aggregate number of cigarettes shipped domestically by such Participating
 Manufacturers in 1997. If the foregoing conditions are met, the annual and
 strategic contribution payments for the year in question will be reduced by 3%
 for each 1% of market share loss, up to a market share loss of 16 2/3% (and by
 a different specified percentage for each additional percentage point [or
 portion thereof] of market share loss). The reduction in payments pursuant to
 the NPM adjustment will be allocated among all Settling States that did not
 have a qualifying statute in full force and effect during a specified period
 of the prior calendar year, defined as a statute that neutralizes the cost
 disadvantages in the state in question that is imposed on Participating
 Manufacturers by virtue of the Agreement. A state that had a qualifying
 statute in full force and effect during a specified period of the prior
 calendar year will not have any reduction pursuant to the NPM adjustment
 allocated to it, and what would have been its allocated share of such
 reduction will instead be reallocated to (and further reduce the payments to)
 those Settling States without qualifying statutes. If a state passes a
 qualifying statute that is in the form of the model statute attached to the
 Agreement as Exhibit T, but such statute is invalidated, the reduction in
 payments pursuant to the NPM adjustment may be allocated to that state, but
 may not reduce the annual and strategic contribution payments to that state in
 any year by more than 65%, and any additional reduction that would have
 applied to such state will instead be reallocated to (and further reduce the
 payments to) those Settling States without qualifying statutes.

 A reduction in payments by the Original Participating Manufacturers pursuant
 to the NPM adjustment will be allocated among the Original Participating
 Manufacturers as follows: First, each Original Participating Manufacturer that
 lost market share during the year in question on a disproportionate basis
 relative to other Original Participating Manufacturers shall be allocated up
 to $300 million of the reduction.  Any remaining reduction will be allocated
 among all Original Participating Manufacturers on the basis of relative unit
 volume of domestic cigarette shipments (except that, as described in the
 Agreement, there may be further reallocation between Lorillard and Philip
 Morris Incorporated).

                                    Page 6

   (ii) These payments will also be subject to a dollar-for-dollar offset for
 amounts paid (by settlement, tax or otherwise) by Participating Manufacturers
 (and made available to any Settling State) pursuant to certain federal
 tobacco-related legislation enacted after November 23, 1998 but on or before
 November 30, 2002, to the extent that the amounts made available to the
 Settling State in question are either (a) unrestricted as to their use or (b)
 restricted to any form of health care or to any use related to tobacco (except
 for amounts specifically applicable to tobacco growers or communities
 dependent on the production of tobacco or tobacco products). This offset,
 however, will not apply to the extent that the federal legislation either
 conditions the state's receipt of the federal money upon relinquishment of
 rights or benefits under the Agreement or imposes other specified conditions
 on the state's receipt of the money that the state chooses not to fulfill.

   (iii) These payments will also be subject to a further offset as follows:
 The Settling States (as detailed below) will release Participating
 Manufacturers, their parents and affiliates and the other released parties (as
 defined in the Agreement) from all released claims (as defined in the
 Agreement) brought by the Settling States (and any of their agencies and
 similar entities), by political subdivisions (such as cities and counties)
 within those states, and by any other person or entity seeking specified types
 of relief. In the event that this release is deemed unenforceable as against
 any of these releasing parties, the Participating Manufacturers will receive a
 dollar-for-dollar offset for amounts paid by any released party (whether by
 judgment or settlement) on any released claims brought by any such releasing
 parties.

   (iv) These payments will also be subject to a further dollar-for-dollar
 offset for amounts paid on certain contribution (or similar) claims by
 specified non-settling parties.

 Escrow. All payments described above will be made into escrow. The foundation
 ------
and enforcement fund payments will be disbursed from escrow as provided above,
and will revert back to the Participating Manufacturers if the conditions for
their disbursement are not fulfilled by December 31, 2001. Each Settling
State's share of the remaining payments will not be disbursed to that state
until after the Agreement is given final judicial approval in that state. If
such approval does not occur by December 31, 2001 (or if the Agreement is
terminated in that state), that state's share of the payments held in escrow
will revert back to the Participating Manufacturers.

 Costs and Attorneys Fees. The Original Participating Manufacturers will
 ------------------------
reimburse the Settling States and other specified governmental entities for
reasonable costs and expenses incurred in connection with the settled claims
and for time reasonably expended by their attorneys and paralegals in
connection with the settled actions, subject to an aggregate cap of $150
million. These payments will be allocated among the Original Participating
Manufacturers on the basis of relative unit volume of domestic cigarette
shipments.

 The Original Participating Manufacturers will also pay the reasonable fees of
outside counsel representing the Settling States and other specified
governmental entities. The Original Participating Manufacturers will offer to

                                    Page 7

liquidate such fees and, to the extent such offers are accepted, will pay such
fees over five years, beginning in 1999, subject to an annual aggregate cap of
$250 million. The fees of attorneys who do not accept such offers will be set
by a panel of arbitrators and, together with the fees of attorneys representing
certain other state and class actions, will be subject to a separate and
additional nationwide annual cap of $500 million. Amounts owed in a particular
year that could not be paid because of the cap will be rolled over to the next
year. In addition, the Original Participating Manufacturers will also pay the
reasonable costs and expenses of such outside counsel, subject to an annual cap
of $75 million. All such payments to outside counsel will be allocated among
the Original Participating Manufacturers on the basis of relative unit volume
of domestic cigarette shipments.

 Payment Responsibility. The payment obligations under the Agreement are the
 ----------------------
several and not joint obligations of each Participating Manufacturer and are
not the responsibility of any parent or affiliate of a Participating
Manufacturer.

 Payments By Other Participating Manufacturers. Tobacco companies (other than
 ---------------------------------------------
the four Original Participating Manufacturers) that are party to the Agreement
have the following payment obligations: Such a company that becomes a party on
or prior to January 22, 1999 will have no payment obligations unless its market
share exceeds the greater of 125% of its 1997 market share or 100% of its 1998
market share. In the year following any year in which its market share does so
exceed the greater of these base market shares, such company will pay on each
excess unit an amount equal (on a per-unit basis) to that paid during such
following year by the Original Participating Manufacturers pursuant to the
foundation payments (except for the $250 million payment due on March 31, 1999)
and the annual and strategic contribution payments, subject to all applicable
adjustments, offsets and reductions (other than the adjustment for changes in
the unit volume of domestic cigarette shipments). Such a company that does not
become a party until after January 22, 1999 will pay on each unit sold an
amount equal (on a per-unit basis) to that paid during the year in question by
the Original Participating Manufacturers pursuant to the foundation payments
(except for the $250 million payment due on March 31, 1999) and the annual and
strategic contribution payments, subject to all applicable adjustments, offsets
and reductions (other than the adjustment for changes in the unit volume of
domestic cigarette shipments).

Most Favored Nation Provisions

 If before October 1, 2000, a Participating Manufacturer enters into any
settlement agreement of similar litigation with a non-federal, non-foreign
governmental plaintiff on terms more favorable than the overall terms of the
Agreement, then the Settling States will obtain treatment with respect to such
Participating Manufacturer at least as relatively favorable as such
governmental plaintiff obtained. The Agreement does not require adjustment to
reflect more favorable economic terms pursuant to settlements reached after a
jury is empaneled or in other specified circumstances.

 If on or after October 1, 2000, a Participating Manufacturer enters into any
future settlement agreement of similar litigation with a non-federal, non-
foreign governmental plaintiff on non-economic terms more favorable than the

                                    Page 8

non-economic terms of the Agreement, and such future settlement agreement
contains terms related to the marketing or distributing of tobacco products or
other such non-economic terms not contained in the Agreement, then the
Agreement will be revised with respect to that Participating Manufacturer to
include such terms if the Settling States so desire.

 In the event that any Settling State resolves by settlement similar claims
against any non-Participating Manufacturer on overall terms more favorable to
such non-Participating Manufacturer than those of the Agreement, including
terms related to the marketing or distributing of tobacco products or providing
a lower settlement cost per pack of cigarettes sold, the Participating
Manufacturers will obtain, with respect to such Settling State, overall terms
at least as relatively favorable.

Scope of Release

 Each Settling State (including, but not limited to, such Settling State's
agencies, subdivisions and officials), as well as other releasing parties as
specified in the Agreement, will release all Participating Manufacturers and
their past, present and future affiliates, the respective officers, directors,
employees, retailers, and distributors of the foregoing, and other  released
parties as specified in the Agreement: (i) with respect to past conduct, acts
or omissions, from any and all civil claims in any way related to the use,
sale, distribution, manufacture, development, advertising, marketing or health
effects of, to the exposure to, or to research, statements or warnings
regarding, tobacco products (with the exception of certain specified tax or
license-fee related claims as specified in the Agreement); and (ii) with
respect to future conduct, acts or omissions, from monetary civil claims in any
way related to the use of or exposure to tobacco products manufactured in the
ordinary course of business, including without limitation any future claims for
reimbursement of health-care costs allegedly associated with the use of or
exposure to tobacco products.

Brand Transfers

 No Original Participating Manufacturer may sell or transfer any of its
cigarette brands, businesses or product formulas (except for use exclusively
outside the United States) to an entity that is not an Original Participating
Manufacturer unless such entity agrees to assume the obligations of an Original
Participating Manufacturer with respect to such sold or transferred cigarette
brand, business or product formula. In the event of any such sale or transfer
to an entity that within 180 days of the sale or transfer was a non-
Participating Manufacturer, the Participating Manufacturer making the sale or
transfer must certify that the acquiror or transferee has the capability of
performing the obligations of a Participating Manufacturer. If a Participating
Manufacturer ceases selling in the United States a cigarette brand owned in the
United States prior to July 1, 1998 and an affiliate of such Participating
Manufacturer thereafter sells such brand in the United States, then such
affiliate shall be considered the successor of such Participating Manufacturer
with respect to such brand.

Tobacco Growers

 The Participating Manufacturers have also, as part of the Agreement, committed
to work cooperatively with the tobacco grower community to address concerns

                                    Page 9

about the potential adverse economic impact on that community and have
committed to meet with the political leadership of states with grower
communities to address those economic concerns. Such discussions may lead to
substantial additional payments by Lorillard and other tobacco product
manufacturers to address those concerns.

Effect On Other Settlements

 The states that have previously entered into settlements of health care cost
recovery actions with Lorillard (Mississippi, Florida, Texas and Minnesota) may
contend that, under the terms of the "most favored nations" clauses of their
settlement agreements, they are entitled to have non-economic terms from the
Agreement added to their settlement agreements.

Financial Effects

 Lorillard's share of the initial payment, due two business days after court
approval of the escrow agreement, is $175,200,000 and will be funded from
Lorillard's available cash. The Company will incur an additional charge to
expense in the fourth quarter of 1998, anticipated to be approximately
$150,000,000, to cover Lorillard's fixed and determinable costs associated with
the Agreement, such as payments due in 1999 for the benefit of the national
public education fund. As a result, the Company's fourth quarter pre-tax charge
will amount to approximately $325,200,000. The Company anticipates that
Lorillard's share of all other payments under the Agreement will be charged to
expense as the related sales occur and may be funded through price increases.
(On November 23, 1998, Lorillard increased the list price of all of its brands
by $22.50 per thousand cigarettes.) The Company believes that the Agreement
will materially adversely affect its operating income and cash flows for the
fourth quarter and year 1998, and will likely materially adversely affect the
cash flows and operating income of the Company in future years. The degree of
the adverse impact will depend, among other things, on the rates of decline in
United States cigarette sales in the premium and discount segments, Lorillard's
share of the domestic premium and discount cigarette segments, and the effect
of any resulting cost advantage of manufacturers not subject to the Agreement.

Item 7.  Exhibits.
------   --------

(c) Exhibits

  10.  Master Settlement Agreement.

                                    Page 10

                                  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                            LOEWS CORPORATION
                                            -----------------
                                            (Registrant)

Dated: November 25, 1998                By: /s/ Peter W. Keegan
                                            ---------------------
                                            Peter W. Keegan
                                            Senior Vice President
                                            Chief Financial Officer

                                    Page 11