<PAGE>
 
    As filed with the Securities and Exchange Commission on  June 27, 1996
                                                   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,                                          98-0121376
        CANADA                                              (I.R.S. Employer
(State or other 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 (UNITED STATES)
                            (Full title of the plan)

                              TIMOTHY R. HOGENKAMP
                             THE LOEWEN GROUP, INC.
                    50 EAST RIVERCENTER BOULEVARD, SUITE 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
                       TWO EMBARCADERO CENTER, SUITE 2100
                      SAN FRANCISCO, CALIFORNIA 94111-3995
                                 (415) 392-6320

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
  Title of securities to be      Amount to be        Proposed maximum            Proposed maximum aggregate         Amount of 
       registered (1)           registered (2)   offering price per share (3)        offering price (3)          registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                         <C>                             <C>
Common shares without par        650,000              $29.3125                    $19,053,125                    $6,570.04
 value
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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 (United States) (the "Plan").  Does not include
     2,150,000 previously registered Common Shares offered or to be offered
     under the 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 the Common Shares on the Nasdaq National Market on June 24, 1996.
================================================================================

<PAGE>
 
         INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

      This Registration Statement is filed to register additional Common shares
without par value ("Common Shares") of The Loewen Group Inc. (the "Registrant")
to be offered pursuant to the Registrant's Employee Stock Option Plan (United
States) (the "Option Plan").  A Form S-8 Registration Statement with respect to
1,600,000 Common Shares to be issued pursuant to the Option Plan and the
Company'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 to be issued pursuant to the Option Plan
(File No. 33-79604) was filed by the Registrant on June 1, 1994; and a Form S-8
Registration Statement with respect to 600,000 Common Shares to be issued
pursuant to the Option Plan (File No. 33-95496) was filed by the Registrant on
August 7, 1995.  Except for Part II, Item 3, which is set forth below, the
contents of such earlier Registration Statements are hereby incorporated by
reference.

                                    PART II

Item 3.  Incorporation of Documents by Reference

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by 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 fiscal year ended December 31,
               1995, as amended on Form 10-K/A filed June 20, 1996 (File No. 0-
               18429);
          
          (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 a Registration
               Statement filed under the Exchange Act, 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).

                                       2
<PAGE>
 
                                    EXHIBITS

      The following opinion, consents and powers of attorney are provided as
exhibits to this Registration Statement:

      Number     Exhibit
      ------     -------

      5          Opinion of Counsel

      23.1       Consent of Counsel (included in Exhibit 5)

      23.2       Consent of KPMG Peat Marwick Thorne

      23.3       Consent of Price Waterhouse LLP

      23.4       Consent of Richter, Usher & Vineberg

      23.5       Consent of Altschuler, Melvion and Glasser LLP

      23.6       Consent of Keith J. Schulte Accountancy

      23.7       Consent of Hirsch, Oelbaum, Bram & Hanover

      23.8       Consent of KPMG Peat Marwick LLP

      24         Power of Attorney (included on the signature pages to this
                 Registration Statement)

                                       3
<PAGE>
 
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant, The Loewen Group Inc., 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 June, 1996.

                             THE LOEWEN GROUP INC.



                             By:  /s/ Raymond L. Loewen
                                  ---------------------
                                  Raymond L. Loewen
                                  Chairman of the Board, Chief Executive Officer
                                  and Director
                                  (Principal Executive Officer)

                                       4
<PAGE>
 
                               POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints Raymond L.
Loewen, Paul Wagler and Peter S. Hyndman, 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.



           June 26, 1996                       /s/ Raymond L. Loewen
           --------------                      ---------------------
           Date                                Raymond L. Loewen
                                               Chairman of the Board, Chief 
                                               Executive Officer and Director
                                               (Principal Executive Officer)



           June 26, 1996                       /s/ Timothy R. Hogenkamp
           --------------                      ------------------------
           Date                                Timothy R. Hogenkamp
                                               President, Chief Operating 
                                               Officer and Director
                                               (Principal Executive Officer)



           June 26, 1996                       /s/ A.M. Bruce Watson
           --------------                      ---------------------
           Date                                A.M. Bruce Watson
                                               Executive Vice-President and 
                                               Director (Principal Financial 
                                               Officer)



           June 26, 1996                       /s/ Peter W. Roberts
           --------------                      --------------------
           Date                                Peter W. Roberts
                                               Vice-President, Financial 
                                               Information Services and
                                               Corporate Controller
                                               (Principal Accounting Officer)

                                       5
<PAGE>
 
<TABLE> 
  
           <S>                                 <C> 
           June 26, 1996                       /s/ Reverend Kenneth S. Bagnell
           --------------                      -------------------------------
           Date                                Reverend Kenneth S. Bagnell
                                               Director



           June 26, 1996                       /s/ The Honorable J. Carter Beese, Jr.
           --------------                      -------------------------------------
           Date                                The Honorable J. Carter Beese, Jr.
                                               Director



           June 26, 1996                       /s/ Dr. Earl A. Grollman
           --------------                      ------------------------
           Date                                Dr. Earl A. Grollman
                                               Director



           June 26, 1996                       /s/ Senator Harold E. Hughes
           --------------                      ----------------------------
           Date                                Senator Harold E. Hughes
                                               Director



           June 26, 1996                       /s/ Peter S. Hyndman
           --------------                      --------------------
           Date                                Peter S. Hyndman
                                               Director



           June 26, 1996                       /s/ Albert S. Lineberry, Sr.
           --------------                      ----------------------------
           Date                                Albert S. Lineberry, Sr.
                                               Director



           June 26, 1996                       /s/ Charles B. Loewen
           --------------                      ---------------------
           Date                                Charles B. Loewen
                                               Director



           June 26, 1996                       /s/ Robert B. Lundgren
           --------------                      ----------------------
           Date                                Robert B. Lundgren
                                               Director
</TABLE> 

                                       6
<PAGE>
 
<TABLE> 

           <S>                                <C> 
           June 26, 1996                       /s/ James D. McLennan
           --------------                      ---------------------
           Date                                James D. McLennan
                                               Director



           June 26, 1996                       /s/ Ernest G. Penner
           --------------                      --------------------
           Date                                Ernest G. Penner
                                               Director



           June 26, 1996                       /s/ The Right Honourable John N. Turner
           --------------                      ---------------------------------------
           Date                                The Right Honourable John N. Turner, P.C.,
                                               C.C., Q.C., Director



           June 26, 1996                       /s/ Paul Wagler
           --------------                      ---------------
           Date                                Paul Wagler
                                               Director
</TABLE> 

                                       7
<PAGE>
 
                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

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

      The undersigned hereby appoints Raymond L. Loewen, Paul Wagler and Peter
S. Hyndman, 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 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.



           June 26, 1996                       /s/ Timothy R. Hogenkamp
           -----------------                   ------------------------
           Date                                Timothy R. Hogenkamp

                                       8
<PAGE>
 
                                 EXHIBIT INDEX

      Number    Exhibit
      ------    -------

      5         Opinion of Counsel

      23.1      Consent of Counsel (included in Exhibit 5)

      23.2      Consent of KPMG Peat Marwick Thorne

      23.3      Consent of Price Waterhouse LLP

      23.4      Consent of Richter, Usher & Vineberg

      23.5      Consent of Altschuler, Melvion and Glasser LLP

      23.6      Consent of Keith J. Schulte Accountancy

      23.7      Consent of Hirsch, Oelbaum, Bram & Hanover

      23.8      Consent of KPMG Peat Marwick LLP

      24        Power of Attorney (included on the signature pages to this
                Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE STOCK OPTION PLAN", "secsgml_size_bytes": 17461}]
{"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": "333-07033", "film-number": "96587338"}, "business-address": {"street1": "4126 NORLAND AVE", "city": "BURNABY BC CANADA V5", "state": "A1", "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  June 27, 1996
                                                   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,                                          98-0121376
        CANADA                                              (I.R.S. Employer
(State or other 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 (UNITED STATES)
                            (Full title of the plan)

                              TIMOTHY R. HOGENKAMP
                             THE LOEWEN GROUP, INC.
                    50 EAST RIVERCENTER BOULEVARD, SUITE 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
                       TWO EMBARCADERO CENTER, SUITE 2100
                      SAN FRANCISCO, CALIFORNIA 94111-3995
                                 (415) 392-6320
- -----------------------------------------------------------------------------------------------------------------------------------
                                                   CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
  Title of securities to be      Amount to be        Proposed maximum            Proposed maximum aggregate         Amount of 
       registered (1)           registered (2)   offering price per share (3)        offering price (3)          registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common shares without par        650,000              $29.3125                    $19,053,125                    $6,570.04
 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 (United States) (the "Plan").  Does not include
     2,150,000 previously registered Common Shares offered or to be offered
     under the 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 the Common Shares on the Nasdaq National Market on June 24, 1996.
================================================================================
INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

      This Registration Statement is filed to register additional Common shares
without par value ("Common Shares") of The Loewen Group Inc. (the "Registrant")
to be offered pursuant to the Registrant's Employee Stock Option Plan (United
States) (the "Option Plan").  A Form S-8 Registration Statement with respect to
1,600,000 Common Shares to be issued pursuant to the Option Plan and the
Company'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 to be issued pursuant to the Option Plan
(File No. 33-79604) was filed by the Registrant on June 1, 1994; and a Form S-8
Registration Statement with respect to 600,000 Common Shares to be issued
pursuant to the Option Plan (File No. 33-95496) was filed by the Registrant on
August 7, 1995.  Except for Part II, Item 3, which is set forth below, the
contents of such earlier Registration Statements are hereby incorporated by
reference.

                                    PART II

Item 3.  Incorporation of Documents by Reference

          The following documents filed with the Securities and Exchange
Commission (the "Commission") by 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 fiscal year ended December 31,
               1995, as amended on Form 10-K/A filed June 20, 1996 (File No. 0-
               18429);
          
          (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 a Registration
               Statement filed under the Exchange Act, 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).

                                       2
EXHIBITS

      The following opinion, consents and powers of attorney are provided as
exhibits to this Registration Statement:

      Number     Exhibit
      ------     -------

      5          Opinion of Counsel

      23.1       Consent of Counsel (included in Exhibit 5)

      23.2       Consent of KPMG Peat Marwick Thorne

      23.3       Consent of Price Waterhouse LLP

      23.4       Consent of Richter, Usher & Vineberg

      23.5       Consent of Altschuler, Melvion and Glasser LLP

      23.6       Consent of Keith J. Schulte Accountancy

      23.7       Consent of Hirsch, Oelbaum, Bram & Hanover

      23.8       Consent of KPMG Peat Marwick LLP

      24         Power of Attorney (included on the signature pages to this
                 Registration Statement)

                                       3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
registrant, The Loewen Group Inc., 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 June, 1996.

                             THE LOEWEN GROUP INC.

                             By:  /s/ Raymond L. Loewen
                                  ---------------------
                                  Raymond L. Loewen
                                  Chairman of the Board, Chief Executive Officer
                                  and Director
                                  (Principal Executive Officer)

                                       4
POWER OF ATTORNEY

      Each person whose signature appears below hereby appoints Raymond L.
Loewen, Paul Wagler and Peter S. Hyndman, 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.

           June 26, 1996                       /s/ Raymond L. Loewen
           --------------                      ---------------------
           Date                                Raymond L. Loewen
                                               Chairman of the Board, Chief 
                                               Executive Officer and Director
                                               (Principal Executive Officer)

           June 26, 1996                       /s/ Timothy R. Hogenkamp
           --------------                      ------------------------
           Date                                Timothy R. Hogenkamp
                                               President, Chief Operating 
                                               Officer and Director
                                               (Principal Executive Officer)

           June 26, 1996                       /s/ A.M. Bruce Watson
           --------------                      ---------------------
           Date                                A.M. Bruce Watson
                                               Executive Vice-President and 
                                               Director (Principal Financial 
                                               Officer)

           June 26, 1996                       /s/ Peter W. Roberts
           --------------                      --------------------
           Date                                Peter W. Roberts
                                               Vice-President, Financial 
                                               Information Services and
                                               Corporate Controller
                                               (Principal Accounting Officer)

                                       5
June 26, 1996                       /s/ Reverend Kenneth S. Bagnell
           --------------                      -------------------------------
           Date                                Reverend Kenneth S. Bagnell
                                               Director

           June 26, 1996                       /s/ The Honorable J. Carter Beese, Jr.
           --------------                      -------------------------------------
           Date                                The Honorable J. Carter Beese, Jr.
                                               Director

           June 26, 1996                       /s/ Dr. Earl A. Grollman
           --------------                      ------------------------
           Date                                Dr. Earl A. Grollman
                                               Director

           June 26, 1996                       /s/ Senator Harold E. Hughes
           --------------                      ----------------------------
           Date                                Senator Harold E. Hughes
                                               Director

           June 26, 1996                       /s/ Peter S. Hyndman
           --------------                      --------------------
           Date                                Peter S. Hyndman
                                               Director

           June 26, 1996                       /s/ Albert S. Lineberry, Sr.
           --------------                      ----------------------------
           Date                                Albert S. Lineberry, Sr.
                                               Director

           June 26, 1996                       /s/ Charles B. Loewen
           --------------                      ---------------------
           Date                                Charles B. Loewen
                                               Director

           June 26, 1996                       /s/ Robert B. Lundgren
           --------------                      ----------------------
           Date                                Robert B. Lundgren
                                               Director
6
June 26, 1996                       /s/ James D. McLennan
           --------------                      ---------------------
           Date                                James D. McLennan
                                               Director

           June 26, 1996                       /s/ Ernest G. Penner
           --------------                      --------------------
           Date                                Ernest G. Penner
                                               Director

           June 26, 1996                       /s/ The Right Honourable John N. Turner
           --------------                      ---------------------------------------
           Date                                The Right Honourable John N. Turner, P.C.,
                                               C.C., Q.C., Director

           June 26, 1996                       /s/ Paul Wagler
           --------------                      ---------------
           Date                                Paul Wagler
                                               Director
7
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

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

      The undersigned hereby appoints Raymond L. Loewen, Paul Wagler and Peter
S. Hyndman, 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 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.

           June 26, 1996                       /s/ Timothy R. Hogenkamp
           -----------------                   ------------------------
           Date                                Timothy R. Hogenkamp

                                       8
EXHIBIT INDEX

      Number    Exhibit
      ------    -------

      5         Opinion of Counsel

      23.1      Consent of Counsel (included in Exhibit 5)

      23.2      Consent of KPMG Peat Marwick Thorne

      23.3      Consent of Price Waterhouse LLP

      23.4      Consent of Richter, Usher & Vineberg

      23.5      Consent of Altschuler, Melvion and Glasser LLP

      23.6      Consent of Keith J. Schulte Accountancy

      23.7      Consent of Hirsch, Oelbaum, Bram & Hanover

      23.8      Consent of KPMG Peat Marwick LLP

      24        Power of Attorney (included on the signature pages to this
                Registration Statement)