Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EDELSON DAVID B
  2. Issuer Name and Ticker or Trading Symbol
LOEWS CORP [L]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. Vice President & CFO
(Last)
(First)
(Middle)
667 MADISON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2017
(Street)

NEW YORK, NY 10065-8087
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/13/2017(2)   A   20,000     (3)   (3) Common Stock 20,000 $ 0 20,000 D  
Restricted Stock Units (1) 02/13/2017(4)   A   121.79 (4)     (5)   (5) Common Stock 121.79 $ 0 20,121.79 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EDELSON DAVID B
667 MADISON AVENUE
NEW YORK, NY 10065-8087
      Sr. Vice President & CFO  

Signatures

 /s/ Glenn P. Zarin, by power of attorney for David B. Edelson   02/15/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
(2) The RSUs were awarded to the Reporting Person on February 11, 2016 (the "2016 RSUs"), subject to: (a) approval of the Issuer's 2016 Incentive Compensation Plan (the "Plan") by its shareholders, and (b) the Issuer achieving a pre-determined level of performance based income ("PBI Metric") for 2016. The Issuer's shareholders approved the Plan at the Issuer's annual meeting of shareholders on May 10, 2016 and the Compensation Committee of the Issuer's board of directors determined that the Issuer achieved the PBI Metric on February 13, 2017.
(3) 50% of the 2016 RSUs vest on February 11, 2018 and 50% vest on February 11, 2019. Shares of the Issuer's common stock will be delivered to the Reporting Person within 30 days after vesting, subject to any election to defer delivery of shares made by the Reporting Person.
(4) Represents additional RSUs awarded to the Reporting Person on account of dividend equivalent rights associated with the 2016 RSUs (the "2016 Dividend Equivalent RSUs"), which were subject to the same conditions as the 2016 RSUs.
(5) The 2016 Dividend Equivalent RSUs vest, and shares of the Issuer's common stock will be delivered to the Reporting Person, concurrently with the 2016 RSUs, subject to any election to defer delivery of shares made by the Reporting Person with respect to such 2016 RSUs.

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