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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-K/A
(Amendment No. 1)



CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of report:
     
February 19, 2008

(Date of earliest event reported):
     
December 17, 2007



LOEWS CORPORATION
(Exact name of registrant as specified in its charter)



   
Delaware
   
1-6541
   
13-2646102
(State or other jurisdiction of
   
(Commission
   
(I.R.S. Employer
incorporation or organization)
   
File Number)
   
Identification No.)



667 Madison Avenue, New York, N.Y.    
10065-8087
(Address of principal executive offices)    
(Zip Code)


Registrant’s telephone number, including area code:   
(212) 521-2000



NOT APPLICABLE
(Former name or former address, if changed since last report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ x ]
Pre-commencement communications pursuant to rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 


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Explanatory Note
 
 
This report on Form 8-K/A amends the report on Form 8-K of Loews Corporation originally filed with the Securities and Exchange Commission on December 17, 2007 to check the box for pre-commencement communications pursuant to Rule 13e-4(c) under the Securities Exchange Act of 1934, to change the Item under which the event is reported from 7.01 to 8.01; and to add explanatory language within Item 8.01 regarding the exchange offer described herein.
 


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Item 8.01
Other Events.
 
    On December 17, 2007, the registrant issued a press release announcing that its Board of Directors had approved a plan, to spin-off its entire ownership interest in its subsidiary, Lorillard, Inc., to holders of the registrant’s Carolina Group stock and Loews common stock in a tax-free transaction, subject to certain conditions.
 
    A copy of the registrant’s press release is filed as Exhibit 99.1 to this report, and is incorporated by reference into this Item 8.01.
 
    This report is neither an offer to purchase nor a solicitation of an offer to sell securities. The exchange offer for the outstanding shares of common stock of Loews Corporation described in this Current Report has not commenced. At the time the contemplated exchange offer commences, Loews Corporation will file an exchange offer statement on Schedule TO with the Securities and Exchange Commission.  Investors and stockholders of Loews Corporation are strongly advised to read the exchange offer statement (including the offer to purchase, letter of transmittal and other offer documents) because they will contain important information. When available, the offer to purchase, the related letter of transmittal and certain other offer documents will be made available to all stockholders of Loews Corporation at no expense to them. These documents will also be available at no charge at the Securities and Exchange Commission’s website at www.sec.gov.

Item 9.01
Financial Statements and Exhibits.

(a)
Not applicable.
(b)
Not applicable.
(c)
Exhibits:


Exhibit Reference
  Exhibit
 
Number
  
Description
  
   
99.1
Loews Corporation press release, issued December 17, 2007, announcing the approval of a plan to spin off Lorillard, Inc.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

   
LOEWS CORPORATION
   
(Registrant)
   
    
   
    
   
    
Dated:  February 19, 2008
By:
/s/ Gary W. Garson
   
  
Gary W. Garson
   
  
Senior Vice President
   
General Counsel and
   
Secretary


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