Exhibit 10.38






                                            As of January 1, 2004


Mr. Jonathan M. Tisch
667 Madison Avenue
New York, New York  10021

Dear Mr. Tisch:

  Reference is made to your Employment Agreement with Loews Corporation (the
"Company"), dated January 1, 1999, as amended by agreements dated as of
January 1, 2002 and as of January 1, 2003 (the "Employment Agreement").

  This will confirm our agreement that the Employment Agreement is amended as
follows:

  1. Term of Employment.  The period of your employment under and pursuant to
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the Employment Agreement is hereby extended for an additional period through
and including March 31, 2005 upon all the terms, conditions and provisions of
the Employment Agreement, as hereby amended.

  2. Compensation.  You shall be paid as basic compensation (the "Basic
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Compensation") for your services to the Company and its subsidiaries under and
pursuant to the Employment Agreement a salary at the rate of Nine Hundred
Seventy-Five Thousand ($975,000) Dollars per annum for the extension period
January 1, 2004 through  March 31, 2005. Basic Compensation shall be payable
in accordance with the Company's customary payroll practices as in effect from
time to time, and shall be subject to such increases as the Board of Directors
of the Company, in its sole discretion, may from time to time determine.

  3. Incentive Compensation Plan.  In addition to receipt of Basic
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Compensation under the Employment Agreement, you shall participate in the
Incentive Compensation Plan for Executive Officers of the Company (the
"Compensation Plan") and shall be eligible to receive incentive compensation
under the Compensation Plan as may be awarded in accordance with its terms.

  4. Other Compensation.  The compensation provided pursuant to this Letter
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Agreement shall be exclusive of compensation and fees, if any, to which you
may be entitled as an officer or director of a subsidiary of the Company.

  Except as herein modified or amended, the Employment Agreement shall remain
in full force and effect.










Mr. Jonathan M. Tisch
As of January 1, 2004
Page 2


  If the foregoing is in accordance with your understanding, would you please
sign the enclosed duplicate copy of this Letter Agreement at the place
indicated below and return the same to us for our records.

                                            Very truly yours,

                                            LOEWS CORPORATION


                                            By: /s/Gary W. Garson
                                                ---------------------------
                                                Gary W. Garson
                                                Senior Vice President

ACCEPTED AND AGREED TO:

/s/Jonathan M. Tisch
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       Jonathan M. Tisch