United States of America
Federal Trade Commission

Office of the Secretary
November 10, 1997

Tom D. Smith, Esq.
Jones, Day, Reavis & Pogue
Metropolitan Square
1450 G Street, N.W.
Washington, D. C. 20005-2088

Re: Loewen Group, Inc. and Loewen Group International, Inc.

Docket No. C-3677

Dear Mr. Smith:

This is in reference to the application which you filed on behalf of Loewen Group, Inc. and Loewen Group International, Inc. (collectively "Loewen"), for prior Commission approval to divest two funeral homes to Border Funerals, Inc. Loewen's application was filed pursuant to Paragraph II of the Order in this matter.

After consideration of Loewen's application, and other available information, the Commission has determined to approve Loewen's proposed divestiture. In according its approval, the Commission has relied upon the information submitted and the representations made by Loewen and has assumed them to be accurate and complete.

By direction of the Commission, Chairman Pitofsky recused..

Donald S. Clark