As filed with the Securities and Exchange Commission on
October 22, 1997
                                            Registration No. 333-
                                
               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)
     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, including zip code, and telephone number,
      including area code, of principal executive offices)
                                
               EMPLOYEE STOCK OPTION PLAN (CANADA)
                    (Full title of the plans)
                                
                      TIMOTHY R. HOGENKAMP
                LOEWEN GROUP INTERNATIONAL, INC.
                       3190 TREMONT AVENUE
                   TREVOSE, PENNSYLVANIA 19053
                         (215) 364-7770
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       MICHELLE L. JOHNSON
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                         (415) 392-6320
                                
                    CALCULATION OF REGISTRATION FEE
                                   
 Title of securities   Amount to  Proposed     Proposed     Amount of
        to be             be      maximum      maximum    registration
   registered (1)     registered  offering    aggregate        fee
                          (2)      price       offering
                                    per       price (3)
                                  share(3)
Common shares without  2,379,105  $25.6875  $61,113,259.69  $18,519.17
par value                                       
     (1)   The  Common shares without par value of the registrant
     ("Common  Shares") are subject to the Shareholder Protection
     Rights  Plan  dated April 20, 1990, as amended, pursuant  to
     which   each   issued  and  outstanding  Common   Share   is
     accompanied by a right that entitles the holder to  purchase
     one  additional Common Share upon the occurrence of  certain
     events involving an actual or potential change in control of
     the registrant.
(2)  The maximum number of additional Common Shares to be offered
     under the Employee Stock Option Plan (Canada) (the "Canadian
     Plan").
(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  Common Shares on the New York Stock Exchange on  October
     20, 1997.

<PAGE>

                             PART I
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                
     The documents containing the information specified in Part I
of Form S-8 will be or have been sent or given to participants in
the Employee Stock Option Plan (Canada) (the "Canadian Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").  Such documents are not submitted
to the Securities and Exchange Commission (the "Commission")
herewith in accordance with the Note to Part I of Form S-8, but
(together with the documents incorporated by reference herein
pursuant to Item 3 of Part II, below) shall constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.

     This Form S-8 relates to 2,379,105 Common shares without par
value ("Common Shares") of The Loewen Group Inc. that are
issuable under the Canadian Plan.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.
                              I-1
<PAGE>

                             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   "Registrant")   are   specifically
incorporated  by  reference herein and form an integral  part  of
this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          December   31,  1996,  filed  March  31,   1997   (File
          No. 1-12163);

          (b)   All other reports filed pursuant to Section 13(a)
          or  15(d)  of the Securities Exchange Act of  1934,  as
          amended  (the  "Exchange Act") since  the  end  of  the
          fiscal year covered by the registrant document referred
          to in (a) above; and

          (c)  The description of the Common Shares contained  in
          the  Registrant's Current Report on Form 8-K, dated May
          2,  1997,  including any amendment or report filed  for
          the purpose of updating such description.

      All  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  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 of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all 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  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  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 his 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.
                              II-1
<PAGE>

        Part  19  of the Registrant's Articles provides that  the
Registrant  shall indemnify its directors generally in accordance
with  the provisions of Section 152 and that the Registrant shall
indemnify  its Secretary and any Assistant Secretary against  all
costs, charges and expenses incurred that have arisen as a result
of serving the Registrant in such capacity.  The Articles further
provide  that  the Registrant 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 Registrant.

       Pursuant to indemnification agreements, the Registrant 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 Registrant.  The Registrant'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 Registrant.


ITEM 8.  EXHIBITS

               Exhibit
               Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consents of KPMG
               
      23.3     Consent of Peat Marwick
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
               

EXHIBIT 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement;

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the  prospectus  any  facts  or
          events  arising  after  the   effective  date  of  this
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a

                              II-2
<PAGE>

          fundamental change  in  the
          information  set forth in this registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          end  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

     provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included
     in a post-effective amendment by such paragraphs is
     contained in one or more periodic reports filed with or
     furnished to the Commission by Loewen pursuant to Section 13
     or 15(d) of the Exchange Act that are incorporated by
     reference in this registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof; and

           (3)   To remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a)  or Section 15(d) of the Securities Exchange Act (and where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Securities Exchange  Act
of  1934)  that is incorporated by reference in the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (h)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the

                              II-3
<PAGE>

securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                              II-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
the 20th day of October, 1997.

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


                              II-5
<PAGE>

                        POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Raymond L. Loewen, Douglas J. McKinnon 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  changes  in  this 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.



Dated:  October 20, 1997   /s/ Raymond L. Loewen
                         Raymond L. Loewen
                         Chairman of the Board, Chief Executive
                         Officer and Director
                         (Principal Executive Officer)
                         
                         
                         
Dated:  October 20, 1997   /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp
                         President and Chief Operating Officer
                         and Director
                         (Principal Executive Officer)
                         
                         
                         
Dated:  October 20, 1997   /s/ Paul Wagler
                         Paul Wagler
                         Senior Vice-President, Finance and Chief
                         Financial Officer
                         and Director
                         (Principal Financial Officer)
                         
                         
Dated:  October 20, 1997   /s/ Wm. Grant Ballantyne
                         Wm. Grant Ballantyne
                         Senior Vice-President, Financial Control
                         and Administration
                         (Principal Accounting Officer)

                              II-6
<PAGE>
                         
Dated:  October 20, 1997   /s/ Kenneth S. Bagnell
                         Kenneth S. Bagnell
                         Director
                         
                         
Dated:  October 20, 1997   /s/ J. Carter Beese, Jr.
                         The Honorable J. Carter Beese, Jr.
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Earl A. Grollman
                         Earl A. Grollman
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Peter S. Hyndman
                         Peter S. Hyndman
                         Director
                         

Dated:  October 20, 1997   /s/ Albert S. Lineberry, Sr.
                         Albert S. Lineberry, Sr.
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Charles B. Loewen
                         Charles B. Loewen
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Robert B. Lundgren
                         Robert B. Lundgren
                         Director
                         
                         
Dated:  October 20, 1997   /s/ James D. McLennan
                         James D. McLennan
                         Director
                         
                              II-7
<PAGE>
                         
Dated:  October 20, 1997   /s/ Lawrence Miller
                         Lawrence Miller
                         Director


Dated:  October 20, 1997   /s/ Ernest G. Penner
                         Ernest G. Penner
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Kenneth T. Stevenson
                         Kenneth T. Stevenson
                         Director
                         
                         
Dated:  October 20, 1997   /s/ John N. Turner
                         The Right Honourable John N. Turner,
                         P.C., C.C., Q.C.
                         Director
                         
                         
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
                                
     The undersigned is the Registrant's authorized
representative in the United States.



Dated:  October 20, 1997   /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp

                              II-8
<PAGE>

                          EXHIBIT INDEX
                                

               Exhibit
               Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consents of KPMG
               
      23.3     Consent of Peat Marwick
               
      24       Power of Attorney (included on the signature
               pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "THE LOEWEN GROUP INC. FORM S-8", "secsgml_size_bytes": 20183}]
{"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": "333-38551", "film-number": "97699624"}, "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
October 22, 1997
                                            Registration No. 333-
                                
               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)
     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, including zip code, and telephone number,
      including area code, of principal executive offices)
                                
               EMPLOYEE STOCK OPTION PLAN (CANADA)
                    (Full title of the plans)
                                
                      TIMOTHY R. HOGENKAMP
                LOEWEN GROUP INTERNATIONAL, INC.
                       3190 TREMONT AVENUE
                   TREVOSE, PENNSYLVANIA 19053
                         (215) 364-7770
    (Name, address, including zip code, and telephone number,
           including area code, of agent for service)
                                
                           COPIES TO:
                       MICHELLE L. JOHNSON
              THELEN, MARRIN, JOHNSON & BRIDGES LLP
               TWO EMBARCADERO CENTER, SUITE 2100
              SAN FRANCISCO, CALIFORNIA 94111-3995
                         (415) 392-6320
                                
                    CALCULATION OF REGISTRATION FEE
                                   
 Title of securities   Amount to  Proposed     Proposed     Amount of
        to be             be      maximum      maximum    registration
   registered (1)     registered  offering    aggregate        fee
                          (2)      price       offering
                                    per       price (3)
                                  share(3)
Common shares without  2,379,105  $25.6875  $61,113,259.69  $18,519.17
par value                                       
     (1)   The  Common shares without par value of the registrant
     ("Common  Shares") are subject to the Shareholder Protection
     Rights  Plan  dated April 20, 1990, as amended, pursuant  to
     which   each   issued  and  outstanding  Common   Share   is
     accompanied by a right that entitles the holder to  purchase
     one  additional Common Share upon the occurrence of  certain
     events involving an actual or potential change in control of
     the registrant.
(2)  The maximum number of additional Common Shares to be offered
     under the Employee Stock Option Plan (Canada) (the "Canadian
     Plan").
(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  Common Shares on the New York Stock Exchange on  October
     20, 1997.
PART I
      INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
                                
     The documents containing the information specified in Part I
of Form S-8 will be or have been sent or given to participants in
the Employee Stock Option Plan (Canada) (the "Canadian Plan") as
specified by Rule 428(b)(1) under the Securities Act of 1933, as
amended (the "Securities Act").  Such documents are not submitted
to the Securities and Exchange Commission (the "Commission")
herewith in accordance with the Note to Part I of Form S-8, but
(together with the documents incorporated by reference herein
pursuant to Item 3 of Part II, below) shall constitute a
prospectus that meets the requirements of Section 10(a) of the
Securities Act.

     This Form S-8 relates to 2,379,105 Common shares without par
value ("Common Shares") of The Loewen Group Inc. that are
issuable under the Canadian Plan.

Item 1.   PLAN INFORMATION

     See above.

Item 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION

     See above.
                              I-1
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   "Registrant")   are   specifically
incorporated  by  reference herein and form an integral  part  of
this Registration Statement:

          (a)   Annual  Report on Form 10-K for  the  year  ended
          December   31,  1996,  filed  March  31,   1997   (File
          No. 1-12163);

          (b)   All other reports filed pursuant to Section 13(a)
          or  15(d)  of the Securities Exchange Act of  1934,  as
          amended  (the  "Exchange Act") since  the  end  of  the
          fiscal year covered by the registrant document referred
          to in (a) above; and

          (c)  The description of the Common Shares contained  in
          the  Registrant's Current Report on Form 8-K, dated May
          2,  1997,  including any amendment or report filed  for
          the purpose of updating such description.

      All  reports and other documents subsequently filed by  the
Registrant with the Commission pursuant to Sections 13(a), 13(c),
14   or  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 of such reports and other documents (except  that
no  document  shall be deemed to be incorporated by reference  if
filed  after  the  filing  of  a post-effective  amendment  which
indicates  that all securities offered have been  sold  or  which
deregisters all 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  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  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 his 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.
                              II-1
Part  19  of the Registrant's Articles provides that  the
Registrant  shall indemnify its directors generally in accordance
with  the provisions of Section 152 and that the Registrant shall
indemnify  its Secretary and any Assistant Secretary against  all
costs, charges and expenses incurred that have arisen as a result
of serving the Registrant in such capacity.  The Articles further
provide  that  the Registrant 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 Registrant.

       Pursuant to indemnification agreements, the Registrant 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 Registrant.  The Registrant'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 Registrant.

ITEM 8.  EXHIBITS

               Exhibit
               Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consents of KPMG
               
      23.3     Consent of Peat Marwick
               
      24       Power  of  Attorney  (included  on  the  signature
               pages to this Registration Statement)
               

EXHIBIT 9.  UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

           (1)   To  file, during any period in which  offers  or
     sales  are  being made, a post-effective amendment  to  this
     registration statement;

               (i)  To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

              (ii)  To reflect in the  prospectus  any  facts  or
          events  arising  after  the   effective  date  of  this
          registration  statement  (or  the  most  recent   post-
          effective amendment thereof) which, individually or  in
          the  aggregate, represent a

                              II-2
fundamental change  in  the
          information  set forth in this registration  statement.
          Notwithstanding the foregoing, any increase or decrease
          in  volume  of securities offered (if the total  dollar
          value of securities offered would not exceed that which
          was  registered) and any deviation from the low or high
          end  of  the  estimated maximum offering range  may  be
          reflected  in  the form of prospectus  filed  with  the
          Commission   pursuant  to  Rule  424(b)  if,   in   the
          aggregate, the changes in volume and price represent no
          more  than  a  20%  change  in  the  maximum  aggregate
          offering  price  set  forth  in  the  "Calculation   of
          Registration  Fee" table in the effective  registration
          statement;

               (iii)     To include any material information with
          respect  to  the  plan of distribution  not  previously
          disclosed  in  this  registration  statement   or   any
          material   change   to   such   information   in   this
          registration statement;

     provided however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     shall not apply if the information required to be included
     in a post-effective amendment by such paragraphs is
     contained in one or more periodic reports filed with or
     furnished to the Commission by Loewen pursuant to Section 13
     or 15(d) of the Exchange Act that are incorporated by
     reference in this registration statement.

          (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall  be deemed to be a new registration statement relating
     to  the securities offered therein, and the offering of such
     securities  at that time shall be deemed to be  the  initial
     bona fide offering thereof; and

           (3)   To remove from registration by means of a  post-
     effective  amendment any of the securities being  registered
     which remain unsold at the termination of the offering.

      (b)  The undersigned registrant hereby undertakes that, for
purposes  of determining any liability under the Securities  Act,
each filing of the registrant's annual report pursuant to Section
13(a)  or Section 15(d) of the Securities Exchange Act (and where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant to Section 15(d) of the Securities Exchange  Act
of  1934)  that is incorporated by reference in the  registration
statement  shall  be  deemed to be a new  registration  statement
relating  to the securities offered therein, and the offering  of
such  securities at that time shall be deemed to be  the  initial
bona fide offering thereof.

      (h)   Insofar  as  indemnification for liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers  and controlling persons of the registrant  pursuant  to
the  foregoing provisions, or otherwise, the registrant has  been
advised  that  in  the  opinion of the  Securities  and  Exchange
Commission  such  indemnification is  against  public  policy  as
expressed  in the Act and is, therefore, unenforceable.   In  the
event  that  a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the
registrant  in  the  successful defense of any  action,  suit  or
proceeding)  is asserted by such director, officer or controlling
person  in  connection with the

                              II-3
securities being registered,  the
registrant will, unless in the opinion of its counsel the  matter
has  been settled by controlling precedent, submit to a court  of
appropriate    jurisdiction    the    question    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.
                              II-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
the 20th day of October, 1997.

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

                              II-5
POWER OF ATTORNEY
                                
      Each  person whose signature appears below hereby  appoints
Raymond L. Loewen, Douglas J. McKinnon 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  changes  in  this 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.

Dated:  October 20, 1997   /s/ Raymond L. Loewen
                         Raymond L. Loewen
                         Chairman of the Board, Chief Executive
                         Officer and Director
                         (Principal Executive Officer)
                         
                         
                         
Dated:  October 20, 1997   /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp
                         President and Chief Operating Officer
                         and Director
                         (Principal Executive Officer)
                         
                         
                         
Dated:  October 20, 1997   /s/ Paul Wagler
                         Paul Wagler
                         Senior Vice-President, Finance and Chief
                         Financial Officer
                         and Director
                         (Principal Financial Officer)
                         
                         
Dated:  October 20, 1997   /s/ Wm. Grant Ballantyne
                         Wm. Grant Ballantyne
                         Senior Vice-President, Financial Control
                         and Administration
                         (Principal Accounting Officer)

                              II-6
Dated:  October 20, 1997   /s/ Kenneth S. Bagnell
                         Kenneth S. Bagnell
                         Director
                         
                         
Dated:  October 20, 1997   /s/ J. Carter Beese, Jr.
                         The Honorable J. Carter Beese, Jr.
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Earl A. Grollman
                         Earl A. Grollman
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Peter S. Hyndman
                         Peter S. Hyndman
                         Director
                         

Dated:  October 20, 1997   /s/ Albert S. Lineberry, Sr.
                         Albert S. Lineberry, Sr.
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Charles B. Loewen
                         Charles B. Loewen
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Robert B. Lundgren
                         Robert B. Lundgren
                         Director
                         
                         
Dated:  October 20, 1997   /s/ James D. McLennan
                         James D. McLennan
                         Director
                         
                              II-7
Dated:  October 20, 1997   /s/ Lawrence Miller
                         Lawrence Miller
                         Director

Dated:  October 20, 1997   /s/ Ernest G. Penner
                         Ernest G. Penner
                         Director
                         
                         
Dated:  October 20, 1997   /s/ Kenneth T. Stevenson
                         Kenneth T. Stevenson
                         Director
                         
                         
Dated:  October 20, 1997   /s/ John N. Turner
                         The Right Honourable John N. Turner,
                         P.C., C.C., Q.C.
                         Director
                         
                         
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
                                
     The undersigned is the Registrant's authorized
representative in the United States.

Dated:  October 20, 1997   /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp

                              II-8
EXHIBIT INDEX
                                

               Exhibit
               Number    Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consents of KPMG
               
      23.3     Consent of Peat Marwick
               
      24       Power of Attorney (included on the signature
               pages to this Registration Statement)