As filed with the Securities and Exchange Commission on
May 15, 1998
                                            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 (INTERNATIONAL)
               EMPLOYEE STOCK OPTION PLAN (CANADA)
              EMPLOYEE SHARE PURCHASE PLAN (CANADA)
                    (Full title of the plans)
                                
                         LAWRENCE MILLER
                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     Amount to be   Proposed     Proposed       Amount of
securities to be  registered     maximum      maximum     registration
 registered (1)      (2)        offering     aggregate         fee
                                  price      offering
                                   per       price (3)
                                share(3)
Common shares     1,704,188      $28.00     $47,717,264    $14,076.60
without 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 (International),  the
     Employee  Stock Option Plan (Canada) and the Employee  Share
     Purchase Plan (Canada).

(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 May  12,
     1998.

<PAGE>

                                
  INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
                                
      This  Registration Statement is filed to  register  400,000
Common  shares without par value ("Common Shares") of The  Loewen
Group Inc. (the "Registrant") authorized to be issued pursuant to
the  Registrant's  Employee  Stock Option  Plan  (International),
formerly  the  Employee Stock Option Plan  (United  States)  (the
"International  Plan"), 700,000 Common Shares of  the  Registrant
authorized  to  be  issued pursuant to the Registrant's  Employee
Stock  Option  Plan  (Canada) (the "Canadian Plan")  and  604,188
Common  Shares of the Registrant authorized to be issued pursuant
to  the  Registrant's Employee Share Purchase Plan (Canada)  (the
"Canadian  Purchase  Plan").  A Form S-8  Registration  Statement
with  respect to 1,600,000 Common Shares authorized to be  issued
pursuant  to the International Plan and the Registrant's Employee
Share Purchase Plan (United States) (File No. 33-42892) was filed
by  the Registrant on September 23, 1991; a Form S-8 Registration
Statement  with respect to 1,350,000 Common Shares authorized  to
be  issued pursuant to the International Plan (File No. 33-79604)
was  filed  by  the  Registrant on  June  1,  1994;  a  Form  S-8
Registration  Statement  with respect to  600,000  Common  Shares
authorized to be issued pursuant to the International Plan  (File
No.  33-95496) was filed by the Registrant on August 7,  1995;  a
Form  S-8  Registration Statement with respect to 650,000  Common
Shares authorized to be issued pursuant to the International Plan
(File  No.  333-07033) was filed by the Registrant  on  June  27,
1996; a Form S-8 Registration Statement with respect to 1,000,000
Common   Shares   authorized  to  be  issued  pursuant   to   the
International  Plan  (File  No.  333-38553)  was  filed  by   the
Registrant  on  October  22, 1997 and  a  Form  S-8  Registration
Statement  with respect to 2,379,105 Common Shares authorized  to
be  issued pursuant to the Canadian Plan (File No. 333-38551) was
filed by the Registrant on October 22, 1997.  Except for Part II,
Items  3, 6, 8 and 9, which are set forth below, the contents  of
such  earlier Registration Statements are hereby incorporated  by
reference.


                               I-1
<PAGE>
                                
                                
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed  with  the  Securities  and
Exchange  Commission (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,  1997,  filed  March  30,   1998   (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     Consent of KPMG
               
      23.3     Consent of KPMG Audit
               
      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 the registrant 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 Exchange Act (and where applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d) of the Exchange Act) 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   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
securities being registered, the
                                
                              II-3
<PAGE>


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 15h day of May, 1998.


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



                        POWER OF ATTORNEY
                                
     Each person whose signature appears below hereby appoints
Raymond L. Loewen 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 on behalf of the registrant and in the
capacities and on the dates indicated.


Dated: May 15, 1998       /s/ Raymond L. Loewen
                         Raymond L. Loewen
                         Chairman of the Board, President, Chief
                         Executive Officer and Director
                         (Principal Executive Officer)
                         
                              II-5
<PAGE>

                         
Dated: May 15, 1998       /s/ Paul Wagler
                         Paul Wagler
                         Senior Vice-President, Finance and Chief
                         Financial Officer
                         and Director
                         (Principal Financial Officer)
                         
                         
Dated: May 15, 1998       /s/ Wm. Grant Ballantyne
                         Wm. Grant Ballantyne
                         Senior Vice-President, Financial Control
                         and Administration
                         (Principal Accounting Officer)
                         
                         
Dated: May 15, 1998       /s/ Kenneth S. Bagnell
                         Kenneth S. Bagnell
                         Director
                         
                         
Dated: May 15, 1998       /s/ The Honorable J. Carter Beese, Jr.
                         The Honorable J. Carter Beese, Jr.
                         Director
                         
                         
Dated: May 15, 1998       /s/ Earl A. Grollman
                         Earl A. Grollman
                         Director
                         
                         
Dated: May 15, 1998       /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp
                         Director
                         
                         
Dated: May 15, 1998       /s/ Peter S. Hyndman
                         Peter S. Hyndman
                         Director
                         

Dated: May 15, 1998       /s/ Albert S. Lineberry, Sr.
                         Albert S. Lineberry, Sr.
                         Director
                                
                              II-6
<PAGE>


Dated: May 15, 1998       /s/ Charles B. Loewen
                         Charles B. Loewen
                         Director
                         
                         
Dated: May 15, 1998       /s/ Robert B. Lundgren
                         Robert B. Lundgren
                         Director
                         
                         
Dated: May 15, 1998       /s/ James D. McLennan
                         James D. McLennan
                         Director
                         
                         
Dated: May 15, 1998       /s/ Lawrence Miller
                         Lawrence Miller
                         Director


Dated: May 15, 1998       /s/ Ernest G. Penner
                         Ernest G. Penner
                         Director
                         

Dated: May 15, 1998       /s/ Kenneth T. Stevenson
                         Kenneth T. Stevenson
                         Director


Dated: May 15, 1998       /s/ The Right Honourable 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: May 15, 1998       /s/ Lawrence Miller
                         Lawrence Miller

                                
                                
                              II-7
                                
<PAGE>


                          EXHIBIT INDEX
                                

      Exhibit
      Number   Description
               
      5        Opinion of Counsel
               
      23.1     Consent of Counsel (included in Exhibit 5)
               
      23.2     Consent of KPMG
               
      23.3     Consent of KPMG Audit
               
      24       Power of Attorney (included on the signature
               pages to this Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "THE LOEWEN GROUP INC.", "secsgml_size_bytes": 21511}]
{"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": "333-52811", "film-number": "98624990"}, "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
May 15, 1998
                                            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 (INTERNATIONAL)
               EMPLOYEE STOCK OPTION PLAN (CANADA)
              EMPLOYEE SHARE PURCHASE PLAN (CANADA)
                    (Full title of the plans)
                                
                         LAWRENCE MILLER
                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     Amount to be   Proposed     Proposed       Amount of
securities to be  registered     maximum      maximum     registration
 registered (1)      (2)        offering     aggregate         fee
                                  price      offering
                                   per       price (3)
                                share(3)
Common shares     1,704,188      $28.00     $47,717,264    $14,076.60
without 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 (International),  the
     Employee  Stock Option Plan (Canada) and the Employee  Share
     Purchase Plan (Canada).

(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 May  12,
     1998.
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE
                                
      This  Registration Statement is filed to  register  400,000
Common  shares without par value ("Common Shares") of The  Loewen
Group Inc. (the "Registrant") authorized to be issued pursuant to
the  Registrant's  Employee  Stock Option  Plan  (International),
formerly  the  Employee Stock Option Plan  (United  States)  (the
"International  Plan"), 700,000 Common Shares of  the  Registrant
authorized  to  be  issued pursuant to the Registrant's  Employee
Stock  Option  Plan  (Canada) (the "Canadian Plan")  and  604,188
Common  Shares of the Registrant authorized to be issued pursuant
to  the  Registrant's Employee Share Purchase Plan (Canada)  (the
"Canadian  Purchase  Plan").  A Form S-8  Registration  Statement
with  respect to 1,600,000 Common Shares authorized to be  issued
pursuant  to the International Plan and the Registrant's Employee
Share Purchase Plan (United States) (File No. 33-42892) was filed
by  the Registrant on September 23, 1991; a Form S-8 Registration
Statement  with respect to 1,350,000 Common Shares authorized  to
be  issued pursuant to the International Plan (File No. 33-79604)
was  filed  by  the  Registrant on  June  1,  1994;  a  Form  S-8
Registration  Statement  with respect to  600,000  Common  Shares
authorized to be issued pursuant to the International Plan  (File
No.  33-95496) was filed by the Registrant on August 7,  1995;  a
Form  S-8  Registration Statement with respect to 650,000  Common
Shares authorized to be issued pursuant to the International Plan
(File  No.  333-07033) was filed by the Registrant  on  June  27,
1996; a Form S-8 Registration Statement with respect to 1,000,000
Common   Shares   authorized  to  be  issued  pursuant   to   the
International  Plan  (File  No.  333-38553)  was  filed  by   the
Registrant  on  October  22, 1997 and  a  Form  S-8  Registration
Statement  with respect to 2,379,105 Common Shares authorized  to
be  issued pursuant to the Canadian Plan (File No. 333-38551) was
filed by the Registrant on October 22, 1997.  Except for Part II,
Items  3, 6, 8 and 9, which are set forth below, the contents  of
such  earlier Registration Statements are hereby incorporated  by
reference.

                               I-1
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

      The  following  documents filed  with  the  Securities  and
Exchange  Commission (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,  1997,  filed  March  30,   1998   (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     Consent of KPMG
               
      23.3     Consent of KPMG Audit
               
      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 the registrant 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 Exchange Act (and where applicable,
each  filing of an employee benefit plan's annual report pursuant
to  Section  15(d) of the Exchange Act) 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   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
securities being registered, the
                                
                              II-3
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 15h day of May, 1998.

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

                        POWER OF ATTORNEY
                                
     Each person whose signature appears below hereby appoints
Raymond L. Loewen 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 on behalf of the registrant and in the
capacities and on the dates indicated.

Dated: May 15, 1998       /s/ Raymond L. Loewen
                         Raymond L. Loewen
                         Chairman of the Board, President, Chief
                         Executive Officer and Director
                         (Principal Executive Officer)
                         
                              II-5
Dated: May 15, 1998       /s/ Paul Wagler
                         Paul Wagler
                         Senior Vice-President, Finance and Chief
                         Financial Officer
                         and Director
                         (Principal Financial Officer)
                         
                         
Dated: May 15, 1998       /s/ Wm. Grant Ballantyne
                         Wm. Grant Ballantyne
                         Senior Vice-President, Financial Control
                         and Administration
                         (Principal Accounting Officer)
                         
                         
Dated: May 15, 1998       /s/ Kenneth S. Bagnell
                         Kenneth S. Bagnell
                         Director
                         
                         
Dated: May 15, 1998       /s/ The Honorable J. Carter Beese, Jr.
                         The Honorable J. Carter Beese, Jr.
                         Director
                         
                         
Dated: May 15, 1998       /s/ Earl A. Grollman
                         Earl A. Grollman
                         Director
                         
                         
Dated: May 15, 1998       /s/ Timothy R. Hogenkamp
                         Timothy R. Hogenkamp
                         Director
                         
                         
Dated: May 15, 1998       /s/ Peter S. Hyndman
                         Peter S. Hyndman
                         Director
                         

Dated: May 15, 1998       /s/ Albert S. Lineberry, Sr.
                         Albert S. Lineberry, Sr.
                         Director
                                
                              II-6
Dated: May 15, 1998       /s/ Charles B. Loewen
                         Charles B. Loewen
                         Director
                         
                         
Dated: May 15, 1998       /s/ Robert B. Lundgren
                         Robert B. Lundgren
                         Director
                         
                         
Dated: May 15, 1998       /s/ James D. McLennan
                         James D. McLennan
                         Director
                         
                         
Dated: May 15, 1998       /s/ Lawrence Miller
                         Lawrence Miller
                         Director

Dated: May 15, 1998       /s/ Ernest G. Penner
                         Ernest G. Penner
                         Director
                         

Dated: May 15, 1998       /s/ Kenneth T. Stevenson
                         Kenneth T. Stevenson
                         Director

Dated: May 15, 1998       /s/ The Right Honourable 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: May 15, 1998       /s/ Lawrence Miller
                         Lawrence Miller

                                
                                
                              II-7
EXHIBIT INDEX
                                

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