<PAGE>
                As filed with the Securities and
          Exchange Commission on June 17, 1997

                                  Registration No. 33- __________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
               __________________________________

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
               __________________________________

                       ENERGYNORTH, INC.
       (Exact name of issuer as specified in its charter)

       New Hampshire                         02-0363755
 (State or other jurisdiction of             (I.R.S
  Employer incorporation or organization)    Identification No.)

                   1260 Elm St., P.O. Box 329
              Manchester, New Hampshire 03105-0329
  (Address of Principal Executive Offices Including Zip Code)

     ENERGYNORTH, INC. DIRECTOR INCENTIVE COMPENSATION PLAN
                      (Full title of plan)

                       ROBERT R. GIORDANO
             President and Chief Executive Officer
                       EnergyNorth, Inc.
                          P.O. Box 329
              Manchester, New Hampshire 03105-0329
                         (603)625-4000
       (Name, address, including zip code, and telephone
       number, including area code, of agent for service)

             Copy to:  RICHARD A. SAMUELS, ESQUIRE
              McLane, Graf, Raulerson & Middleton
                    Professional Association
                  900 Elm Street, P.O. Box 326
              Manchester, New Hampshire 03105-0326
                ________________________________
    Approximate date of proposed sales pursuant to the Plan:
From time to time after the effective date of this Registration
Statement

                CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

Title of                      Proposed Maximum    Proposed Maximum  Amount of
Securities To   Amount To Be  Aggregate Offering  Aggregate         Registration
Be Registered   Registered    Price Per Share     Offering Price    Fee
________________________________________________________________________________
Common Stock
par value $1.00 20,000        $22.0625            $441,250.00       $133.71

_______________________________
    1  Estimated solely for the purpose of calculating the
Registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted on the New York Stock
Exchange on June 12, 1997.


<PAGE>
                       ENERGYNORTH, INC.

                     Cross-Reference Sheet

                            Form S-8

Item in Part I of Form S-8              Location in the Prospectus

1.   Plan Information

     (a)  General  Plan                 Outside front cover page of
          Information                   prospectus; The Plan:  General;
                                        Purpose of the Plan; Effective
                                        Date and Expiration of the Plan

     (b)  Securities to                 The Plan: Stock Subject to
          be Offered                    Plan

     (c)  Directors Who May             The Plan: Eligibility and
          Participate in the Plan       Selection

     (d)  Purchase of Securities        The Plan: Stock Subject to the
          Pursuant to the Plan          Plan; Terms and Conditions
          and Payment for               of the Plan
          Securities Offered                                            

     (e)  Resale Restrictions           The Plan:   Forfeiture and
                                        Restrictions on Transfer;
                                        Restrictions on Resale

     (f)  Tax Effects of Plan           Summary of Certain Tax
                                        Consequences

     (g)  Investment of Funds           Not applicable

     (h)  Withdrawal from the           The Plan:  Forfeiture and
          Plan; Assignment of           Restrictions on Transfer
          Interest

     (i)  Forfeitures and Penalties     The Plan:  Forfeiture and
                                        Restrictions on Transfer

     (j)  Charges and Deductions        The Plan:  Forfeiture and
          and Liens Therefor            Restrictions on Transfer

2.   Registrant Information             Certain Other Information
     and Employee Plan
     Annual Information


<PAGE>
                       TABLE OF CONTENTS

                                                             Page


AVAILABLE INFORMATION                                           1

THE PLAN                                                        1
          General                                               1
          Purpose of Plan                                       1
          Effective Date and Expiration of the Plan             1
          Stock Subject to the Plan.                            1
          Administration                                        1
          Eligibility and Selection                             1
          Terms and Conditions of Plan                          2
          Forfeiture and Restrictions on Transfer               2
          Voting Rights and Dividends                           2
          Amendment, Suspension, and Termination of the Plan    2
          Directorship                                          2
          Indemnification of Committee                          2
          Restrictions on Resale                                3

SUMMARY OF CERTAIN TAX CONSEQUENCES                             3
          Federal Income Tax Consequences                       3
          State and Local Tax Consequences                      3
          General                                               3

PERIODIC REPORTS TO STOCKHOLDERS                                3

CERTAIN OTHER INFORMATION                                       4


<PAGE>

                     AVAILABLE INFORMATION

     EnergyNorth, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street N.W., Washington, D.C.
20549; and at the Regional Offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 75 Park Place, Room 1400, New York,
NY  10007.  Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents).  See "Certain Other Information."  Written
requests should be directed to the Vice President and Chief
Financial Officer, EnergyNorth Inc., P.O. Box 329, Manchester,
New Hampshire 03105-0329.  Telephone requests may be directed to
(603) 625-4000.

                            THE PLAN

General.  The following description of the EnergyNorth, Inc.
Director Incentive Compensation Plan (the "Plan") is intended to
assist you in becoming familiar with the Plan, but does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Plan, which may be examined
at the Company's Human Resources Department.  In the case of any
conflict or apparent conflict between the following description
and the full text of the Plan, the full text will control.
Additional information about the Plan and the Plan administrators
may be obtained from the Company's Human Resources Department at
the above address and telephone number.

Purpose of Plan.  The Plan is intended to compensate Non-Employee
Directors of the Company ("Non-Employee Directors") based upon
the performance of the Company with share ownership in the
Company.  The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").

Effective Date and Expiration of the Plan.  The Plan became
effective on February 5, 1997 and will expire on September 30,
2006 ("Expiration Date").

Stock Subject to the Plan.  A total of 20,000 shares of the
Company's $1.00 par value Common Stock ("Shares") may be awarded
under the Plan, which may be issued from authorized and unissued
shares or purchased by the Company from Shares that are issued
and outstanding.

Administration.  The Plan is administered by the Compensation
Committee of the Company's Board of Directors ("Committee").  The
Committee has full power to construe and interpret the Plan and
establish rules for its administration.  Members of the Committee
are elected by the Board of Directors at each annual meeting of
the Board of Directors for terms of one year and until their
successors are duly elected.  Committee members may be removed
from the Committee by the Board of Directors at any time.  There
are no material relationships between the members of the
Committee and the employees, the Company, or affiliates of the
Company, other than their capacity as directors of the Company.

Eligibility and Selection.  All Non-Employee Directors who serve
as Non-Employee Directors for the Company's entire fiscal year
("Plan Year") are eligible to receive awards of Shares granted
pursuant to the Plan ("Incentive Awards").  Further, the
Committee may select Non-Employee Directors who do not serve as

<PAGE>
Non-Employee Directors for the entire Plan Year to be eligible to
receive Incentive Awards.  All Non-Employee Directors eligible to
receive Incentive Awards pursuant to the foregoing requirements
are referred to as "Participants".

Terms and Conditions of Plan.  The Plan provides Participants
with the opportunity to earn annual compensation, in the form of
Incentive Awards, based upon performance criteria set forth in
the Plan.  The Plan establishes performance standards to measure
the performance of the Company relative to other natural gas
distribution companies selected by the Committee ("Peer Group")
for their reasonable comparability to the Company.  No Incentive
Awards will be made if the total return on the Company's stock
does not exceed the median total return of the Peer Group for the
three (3) year period ending on the last day of the most recently
concluded Plan Year.  The Plan also sets earnings thresholds for
each Plan Year based on a comparison of actual earnings of the
Company for a Plan Year with the amount of dividends paid by the
Company during the Plan Year.  No Incentive Awards will be made
if Company earnings, adjusted for items of income or expense that
are determined by the Committee to be unusual or extraordinary
and inappropriate to affect incentive compensation in a Plan
Year, are below the total dividends on Company Common stock paid
during the Plan Year.

     The Committee will determine whether the performance
criteria set forth in the Plan has been satisfied in accordance
with the provisions of the Plan within a reasonable time after
all necessary information is available to the Committee following
the end of each Plan Year, but in no event later than December 31
immediately following the end of the previous Plan Year.  If the
Committee determines that the performance criteria has been
satisfied, each Participant will receive an Incentive Award,
which will be awarded in the form of One Hundred (100) Shares,
subject to approval by the full Board of Directors.

Forfeiture and Restrictions on Transfer.  Shares awarded pursuant
to Incentive Awards are not subject to forfeiture or transfer
restrictions.

Voting Rights and Dividends.  Participants have all rights of a
shareholder with respect to Shares that are awarded upon the
grant of the Shares, including the right to vote the Shares and
to receive dividends and other distributions with respect to the
Shares.

Amendment, Suspension, and Termination of the Plan.  The Board of
Directors of the Company may at any time suspend, reinstate, or
terminate the Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the shareholders of the Company, except that no such termination
or amendment shall adversely affect or impair any right to
receive Shares with respect to the Plan Years then ended or
affect or impair then issued and outstanding Shares.

Directorship.  Nothing in the Plan confers upon any director the
right to his or her directorship.

Indemnification of Committee.  In addition to other rights of
indemnification as directors or otherwise, the members of the
Committee will at all times be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the assertion of any
claim, action, suit or proceeding, or in connection with any
appeal thereof, to which they, or any of them, may be a party by
reason of any action taken or failure to act in connection with
the Plan, and against all amounts paid by them in settlement
thereof approved by independent legal counsel selected by the
Company, or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, provided that within sixty (60)
days after institution of such action, suit or proceeding, the
Committee member shall make a written offer to the Company to
handle and defend the same at its own expense.

Restrictions on Resale.  In general, there are no restrictions on
the resale of Shares awarded pursuant to an Incentive Award,
except where a Participant may be deemed a "control person" of
the Company.  In the latter case, Shares may only be sold by a

<PAGE>
control person under an effective registration statement or
pursuant to an exemption from registration under the Securities
Act of 1933.


              SUMMARY OF CERTAIN TAX CONSEQUENCES


Federal Income Tax Consequences.

     The following discussion is based on the existing statutory
provisions and the final and proposed regulations as currently
applied by the Internal Revenue Service and is subject to changes
that may be made to any applicable proposed regulations before
they become final.

     Incentive Awards will be taxable as compensation income and,
generally, will not be subject to withholding.  Each Participant
is responsible for the payment of taxes and making any necessary
estimated tax payments.  The amount of income recognized by a
Participant will equal the fair market value of the Shares on the
date that the Incentive Award is made.  A Participant's basis in
such shares will be equal to the amount of income recognized by
the Participant.  Any dividends paid on the Shares awarded to a
Participant will be treated as dividend income to the
Participant.

State and Local Tax Consequences.

     The consequences, under applicable state and local income
tax laws, upon the grant of stock paid as Incentive Awards may
not be the same as under the federal income tax laws.  Generally,
any dividends paid on the Shares awarded to a Participant who is
a New Hampshire resident will be subject to the New Hampshire
Interest and Dividends Tax.

     The Plan is not subject to Section 401(a) of the Internal
Revenue Code, which applies only to pension benefit plans.

General.

     The rules governing the tax treatment of Shares paid as
Incentive Awards pursuant to the Plan are quite technical, so
that the above description of federal, state and local tax
consequences is necessarily general in nature and does not
purport to be complete.  Moreover, statutory provisions are
subject to change, as are their interpretation, and their
application may vary in individual circumstances.  PARTICIPANTS
ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR
TAX CONSEQUENCES OF THE PLAN TO THEM.



                PERIODIC REPORTS TO STOCKHOLDERS

     The Company furnishes its stockholders with audited
financial statements for each fiscal year and furnishes
stockholders of record with summary unaudited financial results
for the first three quarters of each fiscal year.  Copies of
these documents, and any other communications sent to the
Company's stockholders generally, will also be furnished to all
participants in the Plan.

<PAGE>
                   CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration
Statement on Form S-8 under the Securities Act of 1933 with
respect to the Common Stock offered under the Plan.  This
Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Plan,
you are referred to the Registration Statement, including the
exhibits thereto, and the documents incorporated therein by
reference.  All of these documents may be inspected and copied at
the public reference facilities maintained by the Commission at
the addresses set forth on page 1 of this Prospectus.  In
addition, the Registration Statement, the documents incorporated
by reference in Item 3 of Part II of the Registration Statement,
and any other documents required to be delivered to Participants
are available, without charge, upon oral or written request to
the Vice President and Chief Financial Officer, EnergyNorth Inc.,
1260 Elm Street, Box 329, Manchester, New Hampshire 03105-0329
and telephone number (603) 625-4000.


<PAGE>
                            PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Company with the
Commission are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the Fiscal Year Ended
          September 30, 1996.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March
          31, 1997.

     (c)  The description of the Common Stock which is contained in
          the Company's Registration Statement filed pursuant to Section 12
          of the Exchange Act, and any amendment or report filed for the
          purpose of updating such description.

     All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Item 6.   Indemnification of Directors and Officers

     New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or
threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful).  The power to indemnify in connection with an action
or suit by or in the right of the corporation (a derivative
action) is more limited.  Indemnification against expenses
actually and reasonably incurred is required if a director or
officer is wholly successful in defense of an action, suit or
proceeding of the type where indemnity is permitted by the
statute.  Unless ordered by a court, indemnification under the
statute, other than mandatory indemnification against expenses,
may be made only if a determination that indemnification is
proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the
shareholders or by the prescribed vote of a committee duly
designated by the board of directors, in certain cases.
Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on
behalf of its directors and officers against any liability
asserted against them in that capacity, whether or not the
corporation would have the power under that section to indemnify
them.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.

<PAGE>
     The-bylaws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law. The
Company currently maintains insurance on behalf of its directors
and officers against liability asserted against them in that
capacity.

     Reference is made to Section 13 of the Registrant's Director
Incentive Compensation Plan, a copy of which is filed herewith.

Item 8.  Exhibits

     The exhibits listed on the Exhibit Index on page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.

Item 9.   Undertakings

3.        The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to the Registration
          Statement

          i.   to include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933 ("Act");

          ii.  to reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in the maximum aggregate offering set forth in the "Calculation
               of Registration Fee" table in the effective registration
               statement; and

          iii. to include any material information with respect to the plan
               of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (i) and (ii)
          do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated
          by reference in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.

<PAGE>
4.   The Registrant hereby undertakes that for the purpose of
     determining any liability under the Securities Act of 1933, each
     filing of the Registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the  Securities Exchange Act of 1933
     that is incorporated by reference in the Registration Statement
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant
          to the provisions set forth in Item 6, or otherwise, the
          Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is
          against public policy as expressed in the Act and is,
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered the
          Registrant will, unless in the opinion of its counsel the
          matter has been settled by controlling precedent, submit to
          a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final
          adjudication of such issue.

<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Manchester, and State of New Hampshire, on May 30, 1997.

                              ENERGYNORTH, INC.



                              By: /s/ Robert R. Giordano
                                  Robert R. Giordano, President and
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>

            Signature                         Title                            Dated
            ---------                         -----                            -----

<C>                            <S>                                      <C>
/s/Robert R. Giordano          President, Chief Executive Officer and   May 30, 1997
Robert R. Giordano             Director (Principal Executive Officer)   

/s/Michelle L. Chicoine        Vice President and Chief Financial       May 29, 1997
Michelle L. Chicoine           Officer (Principal Financial Officer)

/s/David A. Skrzysowski        Vice President and Controller            June 3, 1997
David A. Skrzysowski           (Principal Accounting Officer)

/s/Sylvio L. Dupuis            Director                                 May 29, 1997
Sylvio L. Dupuis

/s/N. George Mattaini          Director                                 June 2, 1997
N. George Mattaini

/s/Edward T. Borer             Director                                 June 5, 1997
Edward T. Borer

/s/Roger C. Avery              Director                                 June 5, 1997
Roger C. Avery

/s/Richard J. Censits          Director                                 June 5, 1997
Richard J. Censits

/s/ Richard B. Couser          Director                                 June 4, 1997
Richard B. Couser

/s/Joan P. Cudhea              Director                                 June 7, 1997
Joan P. Cudhea

/s/Constance B. Girard-diCarlo Director                                 June 6, 1997
Constance B. Girard-diCarlo

/s/John E. Tulley, III         Director                                 June 6, 1997
John E. Tulley, III

</TABLE>




<PAGE>
     Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
May 29, 1997.

                              ENERGYNORTH, INC.
                              (Plan Administrator)



                              By: /s/ Sylvio L. Dupuis
                                  Sylvio L. Dupuis
                                  Director (Chairman, Compensation Committee)

<PAGE>
                               INDEX OF EXHIBITS


Exhibit                Description of Exhibits
Number

4.1                    EnergyNorth, Inc. Articles of
                       Incorporation are incorporated by reference to
                       Exhibit 3.1 of the Registrant's Form 10-Q for the
                       quarter ended March 31, 1996.

4.2                    Bylaws of EnergyNorth, Inc. are
                       incorporated by reference to Exhibit 4 of the
                       Registrant's Post-Effective Amendment No.2 to
                       Registration Statement on Form S-3, No. 33-58127
                       dated November 21, 1996.

4.3                    Rights Agreement, dated as of June 18,
                       1990, between the Registrant and State Street Bank
                       & Trust Company is incorporated by reference to
                       Exhibit 1-2 to the Registrant's Registration
                       Statement on Form 8-A, dated June 18, 1990.

5                      Opinion of McLane, Graf, Raulerson &
                       Middleton, Professional Association re: Legality.

23.1                   Consent of McLane, Graf, Raulerson &
                       Middleton, Professional Association is contained
                       in Exhibit 5 filed herewith.

23.2                   Consent of Arthur Andersen & Co.

99                     EnergyNorth Director Incentive
                       Compensation Plan is incorporated by reference to
                       Exhibit 10 of the Registrant's Form 10-Q for the
                       quarter ended March 31, 1997.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 31989}]
{"company-data": {"conformed-name": "ENERGYNORTH INC", "cik": "0000704503", "assigned-sic": "4924", "irs-number": "020363755", "state-of-incorporation": "NH", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29371", "film-number": "97625106"}, "business-address": {"street1": "1260 ELM ST", "street2": "P O BOX 329", "city": "MANCHESTER", "state": "NH", "zip": "03105", "phone": "6036254000"}, "mail-address": {"street1": "1260 ELM ST", "city": "MANCHESTER", "state": "NH", "zip": "03105"}}
As filed with the Securities and
          Exchange Commission on June 17, 1997

                                  Registration No. 33- __________

               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
               __________________________________

                            FORM S-8
    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
               __________________________________

                       ENERGYNORTH, INC.
       (Exact name of issuer as specified in its charter)

       New Hampshire                         02-0363755
 (State or other jurisdiction of             (I.R.S
  Employer incorporation or organization)    Identification No.)

                   1260 Elm St., P.O. Box 329
              Manchester, New Hampshire 03105-0329
  (Address of Principal Executive Offices Including Zip Code)

     ENERGYNORTH, INC. DIRECTOR INCENTIVE COMPENSATION PLAN
                      (Full title of plan)

                       ROBERT R. GIORDANO
             President and Chief Executive Officer
                       EnergyNorth, Inc.
                          P.O. Box 329
              Manchester, New Hampshire 03105-0329
                         (603)625-4000
       (Name, address, including zip code, and telephone
       number, including area code, of agent for service)

             Copy to:  RICHARD A. SAMUELS, ESQUIRE
              McLane, Graf, Raulerson & Middleton
                    Professional Association
                  900 Elm Street, P.O. Box 326
              Manchester, New Hampshire 03105-0326
                ________________________________
    Approximate date of proposed sales pursuant to the Plan:
From time to time after the effective date of this Registration
Statement

                CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

Title of                      Proposed Maximum    Proposed Maximum  Amount of
Securities To   Amount To Be  Aggregate Offering  Aggregate         Registration
Be Registered   Registered    Price Per Share     Offering Price    Fee
________________________________________________________________________________
Common Stock
par value $1.00 20,000        $22.0625            $441,250.00       $133.71

_______________________________
    1  Estimated solely for the purpose of calculating the
Registration fee pursuant to Rule 457(h) on the basis of the
average of the high and low reported sale prices of the
registrant's Common Stock as quoted on the New York Stock
Exchange on June 12, 1997.
ENERGYNORTH, INC.

                     Cross-Reference Sheet

                            Form S-8

Item in Part I of Form S-8              Location in the Prospectus

1.   Plan Information

     (a)  General  Plan                 Outside front cover page of
          Information                   prospectus; The Plan:  General;
                                        Purpose of the Plan; Effective
                                        Date and Expiration of the Plan

     (b)  Securities to                 The Plan: Stock Subject to
          be Offered                    Plan

     (c)  Directors Who May             The Plan: Eligibility and
          Participate in the Plan       Selection

     (d)  Purchase of Securities        The Plan: Stock Subject to the
          Pursuant to the Plan          Plan; Terms and Conditions
          and Payment for               of the Plan
          Securities Offered                                            

     (e)  Resale Restrictions           The Plan:   Forfeiture and
                                        Restrictions on Transfer;
                                        Restrictions on Resale

     (f)  Tax Effects of Plan           Summary of Certain Tax
                                        Consequences

     (g)  Investment of Funds           Not applicable

     (h)  Withdrawal from the           The Plan:  Forfeiture and
          Plan; Assignment of           Restrictions on Transfer
          Interest

     (i)  Forfeitures and Penalties     The Plan:  Forfeiture and
                                        Restrictions on Transfer

     (j)  Charges and Deductions        The Plan:  Forfeiture and
          and Liens Therefor            Restrictions on Transfer

2.   Registrant Information             Certain Other Information
     and Employee Plan
     Annual Information
TABLE OF CONTENTS

                                                             Page

AVAILABLE INFORMATION                                           1

THE PLAN                                                        1
          General                                               1
          Purpose of Plan                                       1
          Effective Date and Expiration of the Plan             1
          Stock Subject to the Plan.                            1
          Administration                                        1
          Eligibility and Selection                             1
          Terms and Conditions of Plan                          2
          Forfeiture and Restrictions on Transfer               2
          Voting Rights and Dividends                           2
          Amendment, Suspension, and Termination of the Plan    2
          Directorship                                          2
          Indemnification of Committee                          2
          Restrictions on Resale                                3

SUMMARY OF CERTAIN TAX CONSEQUENCES                             3
          Federal Income Tax Consequences                       3
          State and Local Tax Consequences                      3
          General                                               3

PERIODIC REPORTS TO STOCKHOLDERS                                3

CERTAIN OTHER INFORMATION                                       4
AVAILABLE INFORMATION

     EnergyNorth, Inc. (the "Company") is subject to the
informational requirements of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission at Room 1024, 450 Fifth Street N.W., Washington, D.C.
20549; and at the Regional Offices of the Commission at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and 75 Park Place, Room 1400, New York,
NY  10007.  Copies of such materials can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.

     The Company will provide without charge to any person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request, a copy of its most
recent annual report to stockholders and any and all documents
incorporated herein by reference (other than certain exhibits to
such documents).  See "Certain Other Information."  Written
requests should be directed to the Vice President and Chief
Financial Officer, EnergyNorth Inc., P.O. Box 329, Manchester,
New Hampshire 03105-0329.  Telephone requests may be directed to
(603) 625-4000.

                            THE PLAN

General.  The following description of the EnergyNorth, Inc.
Director Incentive Compensation Plan (the "Plan") is intended to
assist you in becoming familiar with the Plan, but does not
purport to be complete and is qualified in its entirety by
reference to the complete text of the Plan, which may be examined
at the Company's Human Resources Department.  In the case of any
conflict or apparent conflict between the following description
and the full text of the Plan, the full text will control.
Additional information about the Plan and the Plan administrators
may be obtained from the Company's Human Resources Department at
the above address and telephone number.

Purpose of Plan.  The Plan is intended to compensate Non-Employee
Directors of the Company ("Non-Employee Directors") based upon
the performance of the Company with share ownership in the
Company.  The Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA").

Effective Date and Expiration of the Plan.  The Plan became
effective on February 5, 1997 and will expire on September 30,
2006 ("Expiration Date").

Stock Subject to the Plan.  A total of 20,000 shares of the
Company's $1.00 par value Common Stock ("Shares") may be awarded
under the Plan, which may be issued from authorized and unissued
shares or purchased by the Company from Shares that are issued
and outstanding.

Administration.  The Plan is administered by the Compensation
Committee of the Company's Board of Directors ("Committee").  The
Committee has full power to construe and interpret the Plan and
establish rules for its administration.  Members of the Committee
are elected by the Board of Directors at each annual meeting of
the Board of Directors for terms of one year and until their
successors are duly elected.  Committee members may be removed
from the Committee by the Board of Directors at any time.  There
are no material relationships between the members of the
Committee and the employees, the Company, or affiliates of the
Company, other than their capacity as directors of the Company.

Eligibility and Selection.  All Non-Employee Directors who serve
as Non-Employee Directors for the Company's entire fiscal year
("Plan Year") are eligible to receive awards of Shares granted
pursuant to the Plan ("Incentive Awards").  Further, the
Committee may select Non-Employee Directors who do not serve as
Non-Employee Directors for the entire Plan Year to be eligible to
receive Incentive Awards.  All Non-Employee Directors eligible to
receive Incentive Awards pursuant to the foregoing requirements
are referred to as "Participants".

Terms and Conditions of Plan.  The Plan provides Participants
with the opportunity to earn annual compensation, in the form of
Incentive Awards, based upon performance criteria set forth in
the Plan.  The Plan establishes performance standards to measure
the performance of the Company relative to other natural gas
distribution companies selected by the Committee ("Peer Group")
for their reasonable comparability to the Company.  No Incentive
Awards will be made if the total return on the Company's stock
does not exceed the median total return of the Peer Group for the
three (3) year period ending on the last day of the most recently
concluded Plan Year.  The Plan also sets earnings thresholds for
each Plan Year based on a comparison of actual earnings of the
Company for a Plan Year with the amount of dividends paid by the
Company during the Plan Year.  No Incentive Awards will be made
if Company earnings, adjusted for items of income or expense that
are determined by the Committee to be unusual or extraordinary
and inappropriate to affect incentive compensation in a Plan
Year, are below the total dividends on Company Common stock paid
during the Plan Year.

     The Committee will determine whether the performance
criteria set forth in the Plan has been satisfied in accordance
with the provisions of the Plan within a reasonable time after
all necessary information is available to the Committee following
the end of each Plan Year, but in no event later than December 31
immediately following the end of the previous Plan Year.  If the
Committee determines that the performance criteria has been
satisfied, each Participant will receive an Incentive Award,
which will be awarded in the form of One Hundred (100) Shares,
subject to approval by the full Board of Directors.

Forfeiture and Restrictions on Transfer.  Shares awarded pursuant
to Incentive Awards are not subject to forfeiture or transfer
restrictions.

Voting Rights and Dividends.  Participants have all rights of a
shareholder with respect to Shares that are awarded upon the
grant of the Shares, including the right to vote the Shares and
to receive dividends and other distributions with respect to the
Shares.

Amendment, Suspension, and Termination of the Plan.  The Board of
Directors of the Company may at any time suspend, reinstate, or
terminate the Plan or make such changes in or additions to the
Plan as it deems advisable without further action on the part of
the shareholders of the Company, except that no such termination
or amendment shall adversely affect or impair any right to
receive Shares with respect to the Plan Years then ended or
affect or impair then issued and outstanding Shares.

Directorship.  Nothing in the Plan confers upon any director the
right to his or her directorship.

Indemnification of Committee.  In addition to other rights of
indemnification as directors or otherwise, the members of the
Committee will at all times be indemnified by the Company against
the reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the assertion of any
claim, action, suit or proceeding, or in connection with any
appeal thereof, to which they, or any of them, may be a party by
reason of any action taken or failure to act in connection with
the Plan, and against all amounts paid by them in settlement
thereof approved by independent legal counsel selected by the
Company, or paid by them in satisfaction of a judgment in any
such action, suit or proceeding, provided that within sixty (60)
days after institution of such action, suit or proceeding, the
Committee member shall make a written offer to the Company to
handle and defend the same at its own expense.

Restrictions on Resale.  In general, there are no restrictions on
the resale of Shares awarded pursuant to an Incentive Award,
except where a Participant may be deemed a "control person" of
the Company.  In the latter case, Shares may only be sold by a
control person under an effective registration statement or
pursuant to an exemption from registration under the Securities
Act of 1933.

              SUMMARY OF CERTAIN TAX CONSEQUENCES

Federal Income Tax Consequences.

     The following discussion is based on the existing statutory
provisions and the final and proposed regulations as currently
applied by the Internal Revenue Service and is subject to changes
that may be made to any applicable proposed regulations before
they become final.

     Incentive Awards will be taxable as compensation income and,
generally, will not be subject to withholding.  Each Participant
is responsible for the payment of taxes and making any necessary
estimated tax payments.  The amount of income recognized by a
Participant will equal the fair market value of the Shares on the
date that the Incentive Award is made.  A Participant's basis in
such shares will be equal to the amount of income recognized by
the Participant.  Any dividends paid on the Shares awarded to a
Participant will be treated as dividend income to the
Participant.

State and Local Tax Consequences.

     The consequences, under applicable state and local income
tax laws, upon the grant of stock paid as Incentive Awards may
not be the same as under the federal income tax laws.  Generally,
any dividends paid on the Shares awarded to a Participant who is
a New Hampshire resident will be subject to the New Hampshire
Interest and Dividends Tax.

     The Plan is not subject to Section 401(a) of the Internal
Revenue Code, which applies only to pension benefit plans.

General.

     The rules governing the tax treatment of Shares paid as
Incentive Awards pursuant to the Plan are quite technical, so
that the above description of federal, state and local tax
consequences is necessarily general in nature and does not
purport to be complete.  Moreover, statutory provisions are
subject to change, as are their interpretation, and their
application may vary in individual circumstances.  PARTICIPANTS
ARE URGED TO CONSULT WITH THEIR TAX ADVISORS AS TO THE PARTICULAR
TAX CONSEQUENCES OF THE PLAN TO THEM.

                PERIODIC REPORTS TO STOCKHOLDERS

     The Company furnishes its stockholders with audited
financial statements for each fiscal year and furnishes
stockholders of record with summary unaudited financial results
for the first three quarters of each fiscal year.  Copies of
these documents, and any other communications sent to the
Company's stockholders generally, will also be furnished to all
participants in the Plan.
CERTAIN OTHER INFORMATION

     The Company has filed with the Commission a Registration
Statement on Form S-8 under the Securities Act of 1933 with
respect to the Common Stock offered under the Plan.  This
Prospectus does not contain all the information set forth in the
Registration Statement, certain portions of which have been
omitted pursuant to the rules and regulations of the Commission.
For further information with respect to the Company and the Plan,
you are referred to the Registration Statement, including the
exhibits thereto, and the documents incorporated therein by
reference.  All of these documents may be inspected and copied at
the public reference facilities maintained by the Commission at
the addresses set forth on page 1 of this Prospectus.  In
addition, the Registration Statement, the documents incorporated
by reference in Item 3 of Part II of the Registration Statement,
and any other documents required to be delivered to Participants
are available, without charge, upon oral or written request to
the Vice President and Chief Financial Officer, EnergyNorth Inc.,
1260 Elm Street, Box 329, Manchester, New Hampshire 03105-0329
and telephone number (603) 625-4000.
PART II

             INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.   Incorporation of Documents by Reference.

     The following documents filed by the Company with the
Commission are incorporated herein by reference:

     (a)  Annual Report on Form 10-K for the Fiscal Year Ended
          September 30, 1996.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March
          31, 1997.

     (c)  The description of the Common Stock which is contained in
          the Company's Registration Statement filed pursuant to Section 12
          of the Exchange Act, and any amendment or report filed for the
          purpose of updating such description.

     All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have
been sold or which deregisters such securities then remaining
unsold, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing such documents.
Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

Item 6.   Indemnification of Directors and Officers

     New Hampshire Revised Statutes Annotated ("RSA") 293-A,
Sections 8.51 through 8.58, empower a corporation, subject to
certain limitations, to indemnify its directors and officers
against expenses (including attorneys' fees, judgments, fines and
amounts paid in settlement) actually and reasonably incurred by
them in connection with any civil or criminal suit or proceeding
(other than a derivative action) to which they are parties or
threatened to be made parties by reason of being directors or
officers, if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the
corporation (and with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was
unlawful).  The power to indemnify in connection with an action
or suit by or in the right of the corporation (a derivative
action) is more limited.  Indemnification against expenses
actually and reasonably incurred is required if a director or
officer is wholly successful in defense of an action, suit or
proceeding of the type where indemnity is permitted by the
statute.  Unless ordered by a court, indemnification under the
statute, other than mandatory indemnification against expenses,
may be made only if a determination that indemnification is
proper has been made by a prescribed vote of the board of
directors, special legal counsel in certain cases, by the
shareholders or by the prescribed vote of a committee duly
designated by the board of directors, in certain cases.
Indemnification provided for by RSA 293-A:8.50-8.58 is not
exclusive and a corporation is empowered to maintain insurance on
behalf of its directors and officers against any liability
asserted against them in that capacity, whether or not the
corporation would have the power under that section to indemnify
them.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing or any existing arrangement or otherwise, the
Registrant has been advised that, in the opinion of the
Securities and Exchange Commission, such indemnification is
against public policy and is, therefore, unenforceable.
The-bylaws of the Company provide that it shall indemnify
any director or officer to the fullest extent allowed by law. The
Company currently maintains insurance on behalf of its directors
and officers against liability asserted against them in that
capacity.

     Reference is made to Section 13 of the Registrant's Director
Incentive Compensation Plan, a copy of which is filed herewith.

Item 8.  Exhibits

     The exhibits listed on the Exhibit Index on page II-6 of
this Registration Statement are filed herewith or are
incorporated herein by reference to other filings.

Item 9.   Undertakings

3.        The undersigned Registrant hereby undertakes:

     (a)  To file, during any period in which offers or sales are
          being made, a post-effective amendment to the Registration
          Statement

          i.   to include any prospectus required by Section 10(a)(3) of
               the Securities Act of 1933 ("Act");

          ii.  to reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high end of the estimated maximum
               offering range may be reflected in the form of prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in the maximum aggregate offering set forth in the "Calculation
               of Registration Fee" table in the effective registration
               statement; and

          iii. to include any material information with respect to the plan
               of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

          provided, however, that paragraphs (i) and (ii)
          do not apply if the information required to be included
          in a post-effective amendment by those paragraphs is
          contained in periodic reports filed by the Registrant
          pursuant to Section 13 or Section 15(d) of the
          Securities Exchange Act of 1934 that are incorporated
          by reference in the Registration Statement.

     (b)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities
          at that time shall be deemed to be the initial bona fide offering
          thereof.

     (c)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain
          unsold at the termination of the offering.
4.   The Registrant hereby undertakes that for the purpose of
     determining any liability under the Securities Act of 1933, each
     filing of the Registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the  Securities Exchange Act of 1933
     that is incorporated by reference in the Registration Statement
     shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona
     fide offering thereof.

     (h)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors,
          officers and controlling persons of the Registrant pursuant
          to the provisions set forth in Item 6, or otherwise, the
          Registrant has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is
          against public policy as expressed in the Act and is,
          therefore, unenforceable.  In the event that a claim for
          indemnification against such liabilities (other than the
          payment by the Registrant of expenses incurred or paid by a
          director, officer or controlling person of the Registrant in
          the successful defense of any action, suit or proceeding) is
          asserted by such director, officer or controlling person in
          connection with the securities being registered the
          Registrant will, unless in the opinion of its counsel the
          matter has been settled by controlling precedent, submit to
          a court of appropriate jurisdiction the question whether
          such indemnification by it is against public policy as
          expressed in the Act and will be governed by the final
          adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Manchester, and State of New Hampshire, on May 30, 1997.

                              ENERGYNORTH, INC.

                              By: /s/ Robert R. Giordano
                                  Robert R. Giordano, President and
                                  Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

            Signature                         Title                            Dated
            ---------                         -----                            -----
/s/Robert R. Giordano          President, Chief Executive Officer and   May 30, 1997
Robert R. Giordano             Director (Principal Executive Officer)   

/s/Michelle L. Chicoine        Vice President and Chief Financial       May 29, 1997
Michelle L. Chicoine           Officer (Principal Financial Officer)

/s/David A. Skrzysowski        Vice President and Controller            June 3, 1997
David A. Skrzysowski           (Principal Accounting Officer)

/s/Sylvio L. Dupuis            Director                                 May 29, 1997
Sylvio L. Dupuis

/s/N. George Mattaini          Director                                 June 2, 1997
N. George Mattaini

/s/Edward T. Borer             Director                                 June 5, 1997
Edward T. Borer

/s/Roger C. Avery              Director                                 June 5, 1997
Roger C. Avery

/s/Richard J. Censits          Director                                 June 5, 1997
Richard J. Censits

/s/ Richard B. Couser          Director                                 June 4, 1997
Richard B. Couser

/s/Joan P. Cudhea              Director                                 June 7, 1997
Joan P. Cudhea

/s/Constance B. Girard-diCarlo Director                                 June 6, 1997
Constance B. Girard-diCarlo

/s/John E. Tulley, III         Director                                 June 6, 1997
John E. Tulley, III
Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee
benefit plan) have duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Manchester, State of New Hampshire, on
May 29, 1997.

                              ENERGYNORTH, INC.
                              (Plan Administrator)

                              By: /s/ Sylvio L. Dupuis
                                  Sylvio L. Dupuis
                                  Director (Chairman, Compensation Committee)
INDEX OF EXHIBITS

Exhibit                Description of Exhibits
Number

4.1                    EnergyNorth, Inc. Articles of
                       Incorporation are incorporated by reference to
                       Exhibit 3.1 of the Registrant's Form 10-Q for the
                       quarter ended March 31, 1996.

4.2                    Bylaws of EnergyNorth, Inc. are
                       incorporated by reference to Exhibit 4 of the
                       Registrant's Post-Effective Amendment No.2 to
                       Registration Statement on Form S-3, No. 33-58127
                       dated November 21, 1996.

4.3                    Rights Agreement, dated as of June 18,
                       1990, between the Registrant and State Street Bank
                       & Trust Company is incorporated by reference to
                       Exhibit 1-2 to the Registrant's Registration
                       Statement on Form 8-A, dated June 18, 1990.

5                      Opinion of McLane, Graf, Raulerson &
                       Middleton, Professional Association re: Legality.

23.1                   Consent of McLane, Graf, Raulerson &
                       Middleton, Professional Association is contained
                       in Exhibit 5 filed herewith.

23.2                   Consent of Arthur Andersen & Co.

99                     EnergyNorth Director Incentive
                       Compensation Plan is incorporated by reference to
                       Exhibit 10 of the Registrant's Form 10-Q for the
                       quarter ended March 31, 1997.