As filed with the Securities and Exchange Commission on
February 28, 1997
                                             Registration No. 33-
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                
                      The Loewen Group Inc.
     (Exact name of registrant as specified in its charter)
                                
  Province of British Columbia,                      
              Canada                            98-0121376
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
                       4126 Norland Avenue
            Burnaby, British Columbia, Canada V5G 3S8
                         (604) 299-9321
  (Address of principal executive offices, including zip code)
     Loewen Group International, Inc. 401(k) Retirement Plan
                    (Full title of the plan)
                                
                      Timothy R. Hogenkamp
                Loewen Group International, Inc.
              50 East River Center Blvd., Ste. 800
                    Covington, Kentucky 41011
                         (606) 431-6663
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           Copies to:
                    Michelle L. Johnson, Esq.
              Thelen, Marrin, Johnson & Bridges LLP
               Two Embarcadero Center, Suite 2100
              San Francisco, California 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
                                                  Proposed          
   Title of      Amount to      Proposed maximum   maximum      Amount of
securities to       be          offering price    aggregate   registration
      be        registered (2)  per share (3)      offering        fee
registered (1)                                    price (3)
Common shares     275,000          $ 33.25      $ 9,143,750     $ 2,770.83
 without par      shares
  value (4)

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this registration statement also covers an
     indeterminate amount of interests to be offered or sold
     pursuant to the Loewen Group International, Inc. 401(k)
     Retirement Plan (the "Plan").
(2)  Based on the estimated maximum number of Common shares
     without par value ("Common Shares") to be offered under the
     Plan's Common Stock Fund.
(3)  Estimated solely for the purpose of determining the
     registration fee in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended.  The above calculation
     is based on the average of the reported high and low prices
     of the TLGI Shares on the New York Stock Exchange on
     February 26, 1997.
(4)  Each Common Share includes one Right issued pursuant to the
     registrant's Shareholder Protection Rights Plan Agreement,
     as amended.


<PAGE>

  INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
      This   Registration   Statement  is   filed   to   register
additional  Common shares without par value ("Common Shares")  of
The  Loewen Group Inc. (the "Company") to be offered pursuant  to
the  Loewen Group International, Inc. 401(k) Retirement Plan.   A
Form  S-8  Registration Statement with respect to  74,767  Common
Shares  to  be offered pursuant to the Plan, (File No. 33-72808),
was  filed  by  the  Company on December 10,  1993.   Except  for
Part II Item 3, Item 6 and Item 8, which are set forth below, the
contents  of  such  earlier  Registration  Statement  are  hereby
incorporated by reference.

                                
                                
                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
      
      The  following documents filed with the Commission  by  The
Loewen Group Inc. (the "Company") and Loewen Group International,
Inc.  401(k)  Retirement Plan (the "Plan")  are  incorporated  by
reference in this registration statement:

               (a)(i)   The Company's Annual Report on Form  10-K
             for the year ended December 31, 1995;

                  (ii)  The  Plan's  Annual  Report on  Form  11-
             K   filed   concurrently  with   this   registration
             statement;

               (b)     All other reports filed by the Company  or
             the  Plan pursuant to Section 13(a) or 15(d) of  the
             Securities  Exchange Act of 1934,  as  amended  (the
             "Exchange Act"), since December 31, 1995; and

               (c)      The  description of the Company's  Common
             shares   without   par   value   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  subsequently filed by the  Company  or  the
Plan  pursuant  to  Sections 13(a), 13(c), 14 and  15(d)  of  the
Exchange  Act  shall  be deemed to be incorporated  by  reference
herein  and  to be a part hereof from the date of filing  (except
that  no document shall be deemed to be incorporated by reference
if  filed  after  the filing of a post-effective amendment  which
deregisters securities then remaining unsold).

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 152 of the Company Act of British Columbia provides
in part that:

      A company may, with the approval of the court, indemnify  a
director  or  former director of the company  or  a  director  or
former  director  of  a  corporation of which  it  is  or  was  a
shareholder, and his heirs and personal representatives,  against
all  costs,  charges and expenses, including any amount  paid  to

                                2
<PAGE>

settle  an  action or satisfy a judgment, actually and reasonably
incurred by him, including an amount paid to settle an action  or
satisfy a judgment in a civil, criminal or administrative  action
or  proceeding to which he is made a party by reason of being  or
having  been  a  director, including an  action  brought  by  the
company or corporation, if

          (a)   he acted  honestly and in good faith with a  view
     to  the best interests of the corporation of which he is  or
     was a director; and
     
          (b)  in the case of a criminal or administrative action
     or  proceeding, he had reasonable grounds for believing that
     his conduct was lawful.

      Part 19 of the Company's Articles provides that the Company
shall  indemnify its directors generally in accordance  with  the
provisions  of  Section 152 and that the Company shall  indemnify
its  Secretary  and  any Assistant Secretary against  all  costs,
charges  and  expenses incurred that have arisen as a  result  of
serving  the  Company  in such capacity.   The  Articles  further
provide  that  the  Company may indemnify any  of  its  officers,
employees  or  agents  against all costs,  charges  and  expenses
incurred as a result of acting as an officer, employee and  agent
of the Company.

      Pursuant  to  indemnification agreements, the  Company  has
agreed  to  indemnify its directors and certain officers  against
all  costs,  charges and expenses incurred by reason of  being  a
director  or  officer  of the Company.   The  Company's  duty  to
indemnify is subject to court approval and conditioned  upon  the
individual acting honestly and in good faith with a view  to  the
best interests of the Company.

Item 8.    EXHIBITS
      
       Number  Exhibit
            4  INSTRUMENTS  DEFINING  THE  RIGHTS  OF  SECURITY-
                  HOLDERS
          4.1     Altered  Memorandum of registrant, filed  with
                  the British Columbia Registrar of Companies on
                  June 21, 1996 (1)

          4.2     Articles  of The Loewen Group Inc.,  restated,
                  filed  with the British Columbia Registrar  of
                  Companies  on  March 1, 1988,  as  amended  on
                  March  30, 1988, April 21, 1988, May 19, 1988,
                  Mary  28,  1992, May 20, 1993, June 29,  1994,
                  December 21, 1995 and February 7, 1996 (2)

          4.3     Shareholder Protection Rights Plan,  dated  as
                  of  April 20, 1990, as amended on May 24, 1990
                  and  April 7, 1994 and reconfirmed on  May 17,
                  1995 (3)

           23  CONSENTS OF EXPERTS

         23.1    Consent of KPMG

         23.2    Consent of Price Waterhouse LLP

         23.3    Consent of Richter, Usher & Vineberg

         23.4    Consent of Altschuler, Melvion and Glasser LLP

         23.5    Consents of Keith J. Schulte Accountancy Corporation

                               3
<PAGE>

       Number  Exhibit
         23.6    Consents of Hirsch, Oelbaum, Bram & Hanover

         23.7    Consent of KPMG Peat Marwick LLP

           25  POWERS OF ATTORNEY (included on the signature
               pages to this Registration Statement)

     (1)  Incorporated   by  reference  from  the   registrant's
          Quarterly  Report on Form 10-Q for the  quarter  ended
          June  30, 1996, filed on August 15, 1996 (File No.  0-
          18429)
     (2)  Incorporated by reference from the registrant's Annual
          Report  on  Form 10-K for the year ended December  31,
          1995, filed on March 28, 1996, as amended (File No. 1-
          12163)
     (3)  Incorporated by reference from the registrant's Annual
          Report  on  Form 10-K for the year ended December  31,
          1994, filed on March 31, 1995 (File No. 0-18429)

                               4
<PAGE>

                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of Burnaby, Province of British Columbia,  Canada,  on
this 26th day of February, 1997.

                              THE LOEWEN GROUP INC.
                              
                              
                              
                              By:     /s/ Raymond L. Loewen
                                 Raymond L. Loewen
                                 Chairman of the Board and Chief
                                 Executive Officer

                               5
<PAGE>

                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Raymond L. Loewen, Peter S. Hyndman and Paul Wagler, and each  of
them severally, acting alone and without the other, his true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange Commission in respect thereof, which amendments may make
such other changes in the registration statement as the aforesaid
attorney-in-fact deems appropriate.

      Pursuant  to  the  requirements of the  Securities  Act  of
1933,  this registration statement has been signed below  by  the
following persons in the capacities and on the date indicated.



        February 26, 1997                  /s/ Raymond L. Loewen
     Date                     Raymond L. Loewen
                              Chairman of the Board and Chief
                              Executive Officer and Director
                              (Principal Executive Officer)
                              
                              
                              
        February 26, 1997                  /s/ Timothy R. Hogenkamp
     Date                     Timothy R. Hogenkamp
                              President and Chief Operating
                              Officer and
                                 Director
                              (Principal Executive Officer)
                              
                              
                              
        February 26, 1997                  /s/ Paul Wagler
     Date                     Paul Wagler
                              Senior Vice-President, Finance and
                              Chief Financial Officer and
                              Director
                              (Principal Financial Officer)
                              
                              
                              
        February 26, 1997                  /s/ Wm. Grant Ballantyne
     Date                     Wm. Grant Ballantyne
                              Senior Vice President, Financial
                              Control and Administration
                              (Principal Accounting Officer)
                              
                              
                              

        February 26, 1997                  /s/ Kenneth S. Bagnell
     Date                     Kenneth S. Bagnell
                              Director
                              
                               6
<PAGE>                              
                              
        February 26, 1997               /s/ The Honorable J. Carter Beese, Jr.
     Date                     The Honorable J. Carter Beese, Jr.
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Earl A. Grollman
     Date                     Earl A. Grollman
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Peter S. Hyndman
     Date                     Peter S. Hyndman
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Albert S. Lineberry, Sr.
     Date                     Albert S. Lineberry, Sr.
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Charles B. Loewen
     Date                     Charles B. Loewen
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Robert B. Lundgren
     Date                     Robert B. Lundgren
                              Director
                              
                               7
<PAGE>

        February 26, 1997                  /s/ James D. McLennan
     Date                     James D. McLennan
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Lawrence Miller
     Date                     Lawrence Miller
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Lawrence Miller
     Date                     Ernest G. Penner
                              Director
                              
                              
                              
        February 26, 1997                 /s/ The Right Honourable
                              John N. Turner, P.C., C.C., Q.C.
     Date                     The Right Honourable John N. Turner, 
                              P.C., C.C., Q.C.
                              Director
                              
                              
                              
                              
                              
                              
          AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:

     The undersigned is the Company's authorized representative
in the United States.


        February 26, 1997                  /s/ Timothy R. Hogenkamp
     Date                     Timothy R. Hogenkamp

                              8
<PAGE>
                              
      Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burnaby, Province of British Columbia,
Canada on February 26, 1997.


                              LOEWEN GROUP INTERNATIONAL, INC.
                              401(k) RETIREMENT PLAN
                              
                              
                              
                              By:    /s/ Raymond L. Loewen
                                 Raymond L. Loewen
                                 Trustee

                               9
<PAGE>

                          EXHIBIT INDEX
                                
          
 Number   Exhibit
          
        4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-HOLDERS
         
      4.1    Altered Memorandum of registrant, filed with the
             British Columbia Registrar of Companies on June 21,
             1996 (1)
             
      4.2    Articles of The Loewen Group Inc., restated, filed
             with the British Columbia Registrar of Companies on
             March 1, 1988, as amended on March 30, 1988, April
             21, 1988, May 19, 1988, Mary 28, 1992, May 20,
             1993, June 29, 1994, December 21, 1995 and February
             7, 1996 (2)
             
      4.3    Shareholder Protection Rights Plan, dated as of
             April 20, 1990, as amended on May 24, 1990 and
             April 7, 1994 and reconfirmed on  May 17, 1995 (3)
             
       23 CONSENTS OF EXPERTS
          
     23.1    Consent of KPMG
             
     23.2    Consent of Price Waterhouse LLP
             
     23.3    Consent of Richter, Usher & Vineberg
             
     23.4    Consent of Altschuler, Melvion and Glasser LLP
             
     23.5    Consents of Keith J. Schulte Accountancy Corporation
             
     23.6    Consents of Hirsch, Oelbaum, Bram & Hanover
             
     23.7    Consent of KPMG Peat Marwick LLP
             
       25 POWERS OF ATTORNEY (included on the signature pages to
          this Registration Statement)
          
                                
                                
   (1)  Incorporated by reference from the registrant's Quarterly
    Report on Form 10-Q for the quarter ended June 30, 1996,
           filed on August 15, 1996 (File No. 0-18429)
   (2)  Incorporated by reference from the registrant's Annual
    Report on Form 10-K for the year ended December 31, 1995,
     filed on March 28, 1996, as amended (File No. 1-12163)
   (3)  Incorporated by reference from the registrant's Annual
    Report on Form 10-K for the year ended December 31, 1994,
           filed on March 31, 1995 (File No. 0-18429)
[{"type": "S-8", "sequence": "1", "description": "THE LOEWEN GROUP INC. FORM S-8", "secsgml_size_bytes": 20244}]
{"company-data": {"conformed-name": "LOEWEN GROUP INC", "cik": "0000845577", "assigned-sic": "7200", "irs-number": "980121376", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22551", "film-number": "97547940"}, "business-address": {"street1": "4126 NORLAND AVE", "city": "BURNABY BC CANADA V5", "state": "A1", "zip": "V5G 3S8", "phone": "6042999321"}, "mail-address": {"street1": "4126 NORLAND AVE", "street2": "BRITISH COLUMIA", "city": "BURNABY V5G 3S8", "state": "A1"}}
As filed with the Securities and Exchange Commission on
February 28, 1997
                                             Registration No. 33-
                                
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              under
                   THE SECURITIES ACT OF 1933
                                
                      The Loewen Group Inc.
     (Exact name of registrant as specified in its charter)
                                
  Province of British Columbia,                      
              Canada                            98-0121376
         (State or other                     (I.R.S. Employer
         jurisdiction of                    Identification No.)
         incorporation or
          organization)
                                
                       4126 Norland Avenue
            Burnaby, British Columbia, Canada V5G 3S8
                         (604) 299-9321
  (Address of principal executive offices, including zip code)
     Loewen Group International, Inc. 401(k) Retirement Plan
                    (Full title of the plan)
                                
                      Timothy R. Hogenkamp
                Loewen Group International, Inc.
              50 East River Center Blvd., Ste. 800
                    Covington, Kentucky 41011
                         (606) 431-6663
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           Copies to:
                    Michelle L. Johnson, Esq.
              Thelen, Marrin, Johnson & Bridges LLP
               Two Embarcadero Center, Suite 2100
              San Francisco, California 94111-3995
                                
                    CALCULATION OF REGISTRATION FEE
                                   
                                                  Proposed          
   Title of      Amount to      Proposed maximum   maximum      Amount of
securities to       be          offering price    aggregate   registration
      be        registered (2)  per share (3)      offering        fee
registered (1)                                    price (3)
Common shares     275,000          $ 33.25      $ 9,143,750     $ 2,770.83
 without par      shares
  value (4)

(1)  In addition, pursuant to Rule 416(c) under the Securities
     Act of 1933, this registration statement also covers an
     indeterminate amount of interests to be offered or sold
     pursuant to the Loewen Group International, Inc. 401(k)
     Retirement Plan (the "Plan").
(2)  Based on the estimated maximum number of Common shares
     without par value ("Common Shares") to be offered under the
     Plan's Common Stock Fund.
(3)  Estimated solely for the purpose of determining the
     registration fee in accordance with Rule 457(h) under the
     Securities Act of 1933, as amended.  The above calculation
     is based on the average of the reported high and low prices
     of the TLGI Shares on the New York Stock Exchange on
     February 26, 1997.
(4)  Each Common Share includes one Right issued pursuant to the
     registrant's Shareholder Protection Rights Plan Agreement,
     as amended.
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
                                
      This   Registration   Statement  is   filed   to   register
additional  Common shares without par value ("Common Shares")  of
The  Loewen Group Inc. (the "Company") to be offered pursuant  to
the  Loewen Group International, Inc. 401(k) Retirement Plan.   A
Form  S-8  Registration Statement with respect to  74,767  Common
Shares  to  be offered pursuant to the Plan, (File No. 33-72808),
was  filed  by  the  Company on December 10,  1993.   Except  for
Part II Item 3, Item 6 and Item 8, which are set forth below, the
contents  of  such  earlier  Registration  Statement  are  hereby
incorporated by reference.

                                
                                
                             PART II
                                
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
Item 3.    INCORPORATION OF DOCUMENTS BY REFERENCE
      
      The  following documents filed with the Commission  by  The
Loewen Group Inc. (the "Company") and Loewen Group International,
Inc.  401(k)  Retirement Plan (the "Plan")  are  incorporated  by
reference in this registration statement:

               (a)(i)   The Company's Annual Report on Form  10-K
             for the year ended December 31, 1995;

                  (ii)  The  Plan's  Annual  Report on  Form  11-
             K   filed   concurrently  with   this   registration
             statement;

               (b)     All other reports filed by the Company  or
             the  Plan pursuant to Section 13(a) or 15(d) of  the
             Securities  Exchange Act of 1934,  as  amended  (the
             "Exchange Act"), since December 31, 1995; and

               (c)      The  description of the Company's  Common
             shares   without   par   value   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  subsequently filed by the  Company  or  the
Plan  pursuant  to  Sections 13(a), 13(c), 14 and  15(d)  of  the
Exchange  Act  shall  be deemed to be incorporated  by  reference
herein  and  to be a part hereof from the date of filing  (except
that  no document shall be deemed to be incorporated by reference
if  filed  after  the filing of a post-effective amendment  which
deregisters securities then remaining unsold).

Item 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 152 of the Company Act of British Columbia provides
in part that:

      A company may, with the approval of the court, indemnify  a
director  or  former director of the company  or  a  director  or
former  director  of  a  corporation of which  it  is  or  was  a
shareholder, and his heirs and personal representatives,  against
all  costs,  charges and expenses, including any amount  paid  to

                                2
settle  an  action or satisfy a judgment, actually and reasonably
incurred by him, including an amount paid to settle an action  or
satisfy a judgment in a civil, criminal or administrative  action
or  proceeding to which he is made a party by reason of being  or
having  been  a  director, including an  action  brought  by  the
company or corporation, if

          (a)   he acted  honestly and in good faith with a  view
     to  the best interests of the corporation of which he is  or
     was a director; and
     
          (b)  in the case of a criminal or administrative action
     or  proceeding, he had reasonable grounds for believing that
     his conduct was lawful.

      Part 19 of the Company's Articles provides that the Company
shall  indemnify its directors generally in accordance  with  the
provisions  of  Section 152 and that the Company shall  indemnify
its  Secretary  and  any Assistant Secretary against  all  costs,
charges  and  expenses incurred that have arisen as a  result  of
serving  the  Company  in such capacity.   The  Articles  further
provide  that  the  Company may indemnify any  of  its  officers,
employees  or  agents  against all costs,  charges  and  expenses
incurred as a result of acting as an officer, employee and  agent
of the Company.

      Pursuant  to  indemnification agreements, the  Company  has
agreed  to  indemnify its directors and certain officers  against
all  costs,  charges and expenses incurred by reason of  being  a
director  or  officer  of the Company.   The  Company's  duty  to
indemnify is subject to court approval and conditioned  upon  the
individual acting honestly and in good faith with a view  to  the
best interests of the Company.

Item 8.    EXHIBITS
      
       Number  Exhibit
            4  INSTRUMENTS  DEFINING  THE  RIGHTS  OF  SECURITY-
                  HOLDERS
          4.1     Altered  Memorandum of registrant, filed  with
                  the British Columbia Registrar of Companies on
                  June 21, 1996 (1)

          4.2     Articles  of The Loewen Group Inc.,  restated,
                  filed  with the British Columbia Registrar  of
                  Companies  on  March 1, 1988,  as  amended  on
                  March  30, 1988, April 21, 1988, May 19, 1988,
                  Mary  28,  1992, May 20, 1993, June 29,  1994,
                  December 21, 1995 and February 7, 1996 (2)

          4.3     Shareholder Protection Rights Plan,  dated  as
                  of  April 20, 1990, as amended on May 24, 1990
                  and  April 7, 1994 and reconfirmed on  May 17,
                  1995 (3)

           23  CONSENTS OF EXPERTS

         23.1    Consent of KPMG

         23.2    Consent of Price Waterhouse LLP

         23.3    Consent of Richter, Usher & Vineberg

         23.4    Consent of Altschuler, Melvion and Glasser LLP

         23.5    Consents of Keith J. Schulte Accountancy Corporation

                               3
Number  Exhibit
         23.6    Consents of Hirsch, Oelbaum, Bram & Hanover

         23.7    Consent of KPMG Peat Marwick LLP

           25  POWERS OF ATTORNEY (included on the signature
               pages to this Registration Statement)

     (1)  Incorporated   by  reference  from  the   registrant's
          Quarterly  Report on Form 10-Q for the  quarter  ended
          June  30, 1996, filed on August 15, 1996 (File No.  0-
          18429)
     (2)  Incorporated by reference from the registrant's Annual
          Report  on  Form 10-K for the year ended December  31,
          1995, filed on March 28, 1996, as amended (File No. 1-
          12163)
     (3)  Incorporated by reference from the registrant's Annual
          Report  on  Form 10-K for the year ended December  31,
          1994, filed on March 31, 1995 (File No. 0-18429)

                               4
SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the  City  of Burnaby, Province of British Columbia,  Canada,  on
this 26th day of February, 1997.

                              THE LOEWEN GROUP INC.
                              
                              
                              
                              By:     /s/ Raymond L. Loewen
                                 Raymond L. Loewen
                                 Chairman of the Board and Chief
                                 Executive Officer

                               5
POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Raymond L. Loewen, Peter S. Hyndman and Paul Wagler, and each  of
them severally, acting alone and without the other, his true  and
lawful attorney-in-fact with authority to execute in the name  of
each  such  person, and to file with the Securities and  Exchange
Commission,  together  with  any  exhibits  thereto   and   other
documents  therewith, any and all amendments  (including  without
limitation   post-effective  amendments)  to  this   registration
statement  necessary  or advisable to enable  the  registrant  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange Commission in respect thereof, which amendments may make
such other changes in the registration statement as the aforesaid
attorney-in-fact deems appropriate.

      Pursuant  to  the  requirements of the  Securities  Act  of
1933,  this registration statement has been signed below  by  the
following persons in the capacities and on the date indicated.

        February 26, 1997                  /s/ Raymond L. Loewen
     Date                     Raymond L. Loewen
                              Chairman of the Board and Chief
                              Executive Officer and Director
                              (Principal Executive Officer)
                              
                              
                              
        February 26, 1997                  /s/ Timothy R. Hogenkamp
     Date                     Timothy R. Hogenkamp
                              President and Chief Operating
                              Officer and
                                 Director
                              (Principal Executive Officer)
                              
                              
                              
        February 26, 1997                  /s/ Paul Wagler
     Date                     Paul Wagler
                              Senior Vice-President, Finance and
                              Chief Financial Officer and
                              Director
                              (Principal Financial Officer)
                              
                              
                              
        February 26, 1997                  /s/ Wm. Grant Ballantyne
     Date                     Wm. Grant Ballantyne
                              Senior Vice President, Financial
                              Control and Administration
                              (Principal Accounting Officer)
                              
                              
                              

        February 26, 1997                  /s/ Kenneth S. Bagnell
     Date                     Kenneth S. Bagnell
                              Director
                              
                               6
February 26, 1997               /s/ The Honorable J. Carter Beese, Jr.
     Date                     The Honorable J. Carter Beese, Jr.
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Earl A. Grollman
     Date                     Earl A. Grollman
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Peter S. Hyndman
     Date                     Peter S. Hyndman
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Albert S. Lineberry, Sr.
     Date                     Albert S. Lineberry, Sr.
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Charles B. Loewen
     Date                     Charles B. Loewen
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Robert B. Lundgren
     Date                     Robert B. Lundgren
                              Director
                              
                               7
February 26, 1997                  /s/ James D. McLennan
     Date                     James D. McLennan
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Lawrence Miller
     Date                     Lawrence Miller
                              Director
                              
                              
                              
        February 26, 1997                  /s/ Lawrence Miller
     Date                     Ernest G. Penner
                              Director
                              
                              
                              
        February 26, 1997                 /s/ The Right Honourable
                              John N. Turner, P.C., C.C., Q.C.
     Date                     The Right Honourable John N. Turner, 
                              P.C., C.C., Q.C.
                              Director
                              
                              
                              
                              
                              
                              
          AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:

     The undersigned is the Company's authorized representative
in the United States.

        February 26, 1997                  /s/ Timothy R. Hogenkamp
     Date                     Timothy R. Hogenkamp

                              8
Pursuant to the requirements of the Securities Act of
1933, the trustee (or other persons who administer the employee
benefit plan) has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Burnaby, Province of British Columbia,
Canada on February 26, 1997.

                              LOEWEN GROUP INTERNATIONAL, INC.
                              401(k) RETIREMENT PLAN
                              
                              
                              
                              By:    /s/ Raymond L. Loewen
                                 Raymond L. Loewen
                                 Trustee

                               9
EXHIBIT INDEX
                                
          
 Number   Exhibit
          
        4 INSTRUMENTS DEFINING THE RIGHTS OF SECURITY-HOLDERS
         
      4.1    Altered Memorandum of registrant, filed with the
             British Columbia Registrar of Companies on June 21,
             1996 (1)
             
      4.2    Articles of The Loewen Group Inc., restated, filed
             with the British Columbia Registrar of Companies on
             March 1, 1988, as amended on March 30, 1988, April
             21, 1988, May 19, 1988, Mary 28, 1992, May 20,
             1993, June 29, 1994, December 21, 1995 and February
             7, 1996 (2)
             
      4.3    Shareholder Protection Rights Plan, dated as of
             April 20, 1990, as amended on May 24, 1990 and
             April 7, 1994 and reconfirmed on  May 17, 1995 (3)
             
       23 CONSENTS OF EXPERTS
          
     23.1    Consent of KPMG
             
     23.2    Consent of Price Waterhouse LLP
             
     23.3    Consent of Richter, Usher & Vineberg
             
     23.4    Consent of Altschuler, Melvion and Glasser LLP
             
     23.5    Consents of Keith J. Schulte Accountancy Corporation
             
     23.6    Consents of Hirsch, Oelbaum, Bram & Hanover
             
     23.7    Consent of KPMG Peat Marwick LLP
             
       25 POWERS OF ATTORNEY (included on the signature pages to
          this Registration Statement)
          
                                
                                
   (1)  Incorporated by reference from the registrant's Quarterly
    Report on Form 10-Q for the quarter ended June 30, 1996,
           filed on August 15, 1996 (File No. 0-18429)
   (2)  Incorporated by reference from the registrant's Annual
    Report on Form 10-K for the year ended December 31, 1995,
     filed on March 28, 1996, as amended (File No. 1-12163)
   (3)  Incorporated by reference from the registrant's Annual
    Report on Form 10-K for the year ended December 31, 1994,
           filed on March 31, 1995 (File No. 0-18429)