SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     ----------

                                    FORM 8-A

                 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                                LOEWS CORPORATION
- --------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Its Charter)


               Delaware                               13-2646102
- --------------------------------------------------------------------------------
      (State of Incorporation or         (I.R.S. Employer Identification No.)
            Organization)

          667 Madison Avenue
          New York, New York                          10021-8087
- --------------------------------------------------------------------------------
   (Address of Principal Executive Offices)           (Zip Code)

   If this form relates to the           If this form relates to the
   registration of a class of            registration of a class of
   securities pursuant to Section        securities pursuant to Section
   12(b) of the Exchange Act and         12(g) of the Exchange Act and
   is effective pursuant to              is effective pursuant to
   General Instruction A.(c),            General Instruction A.(d),
   please check the following            please check the following
   box.  /X/                             box.  /  /


Securities Act registration statement file number to which this
form relates:                                                  333-73138
                                                             (If applicable)

Securities to be registered pursuant to Section 12(b) of the Act:


          Title of Each Class                Name of Each Exchange on Which
          to be so Registered                Each Class is to be Registered
          -------------------                ------------------------------

Carolina Group stock, par value $0.01            New York Stock Exchange
per share


Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
                                (Title of Class)







                  INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

      The description of the Carolina Group stock, par value $0.01 per share
(the "Stock"), of Loews Corporation (the "Registrant") registered herein will be
contained under the captions "Description of Loews Capital Stock--Carolina Group
Stock" and "Relationship Between the Loews Group and the Carolina Group" in a
prospectus, constituting part of the Registrant's Registration Statement on Form
S-3 (File No. 333-73138) (the "Registration Statement") relating to the Stock,
to be filed with the Securities and Exchange Commission pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (such prospectus as filed pursuant
to Rule 424(b), the "Prospectus"). The description of the Stock contained in the
Prospectus is hereby incorporated by reference into this Form 8-A. Copies of
such description will be filed with the New York Stock Exchange, Inc.


ITEM 2.   EXHIBITS.

EXHIBIT NO.                               DESCRIPTION

      1.       Restated Certificate of Incorporation of the Registrant, dated
               October 20, 1987, incorporated herein by reference to Exhibit 3
               to Registrant's Report on Form 10-Q for the quarter ended June
               30, 1996.

      2.       Certificate of Amendment of Certificate of Incorporation of
               Registrant, dated May 16, 1996, incorporated herein by reference
               to Exhibit 3 to Registrant's report on Form 10-Q for the quarter
               ended June 30, 1996.

      3.       Form of Certificate of Amendment of Certificate of Incorporation
               of Registrant, filed as Exhibit A to Registrant's Proxy Statement
               on Schedule 14A, dated November 29, 2001, and incorporated herein
               by reference.

      4.       By-Laws of the Registrant, as amended through February 20, 2001,
               filed as Exhibit 3.02 to the Registrant's Form 10-K for 2000
               (File No. 1-06541) and incorporated herein by reference.





                                    SIGNATURE

            Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                    LOEWS CORPORATION


                                    By:/s/ PETER W. KEEGAN
                                       ------------------------------
                                       Peter W. Keegan
                                       Senior Vice President
                                         and Chief Financial Officer


Date:  January 28, 2002