<PAGE>                                                    Registration No. 33-  

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                 
                                     Form S-8
 
                              REGISTRATION STATEMENT
                                       Under
                            THE SECURITIES ACT OF 1933

                              The Advest Group, Inc.
               Exact name of registrant as specified in its charter)

                 Delaware                               06-095044
                (State or other jurisdiction of    (I.R.S. Employer
                Incorporation or organization)     Identification No.)

        1 Commercial Plaza-280 Trumbull Street, Hartford, Connecticut 06103
                     (Address of Principal Executive Offices)

                        The Advest Group, Inc. Thrift Plan
                             (Full title of the plan)

                                Lee G. Kuckro, Esq.
                           Secretary and General Counsel
                              The Advest Group, Inc.
                      1 Commercial Plaza-280 Trumbull Street
                            Hartford, Connecticut 06103       
                      (Name and address of agent for service)

                                  (203) 525-1421                      
           (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE

                                  Proposed     Proposed
 Title of                         maximum      maximum
securities         Amount         offering    aggregate     Amount of
  to be            to be           price       offering    registration
registered       registered      per share      price           fee
- ------------------------------------------------------------------------


Common Stock,  300,000 shs.(1)  $7.0625(2)    $2,118,750        $662.11 
$.01 par value

9% Convertible
Subordinated
Debentures due 
2008             $1,000,000(1)     100%       $1,000,000        $312.50

Common Stock,
$.01 par value  73,692 shs.(3)  $7.0625(2)    $520,449.75       $162.64

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to The Advest Group, Inc. Thrift Plan (the "Plan").  

(1)  Estimated pursuant to Rule 457(c) and Rule 457(h) as the number of shares
of Common Stock, 9% Convertible Subordinated Debentures ("Debentures") of The
Advest Group, Inc. to be purchased by the Plan with employer and employee
contributions, which securities may be acquired by participants in the Plan.

(2)  Based on the average of the high and low prices of a share of Common Stock
as reported in the consolidated reporting system on November 12, 1993.

(3)  Estimated as the number of shares into which the Debentures are
convertible.

Total of sequentially numbered pages 52.
Exhibit index sequential page number page 8.

















































<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to shares of Common Stock, par value
$.01 per share ("Common Stock") and 9% Convertible Subordinated Debentures due
2008 ("Debentures"), which may be purchased with employer and employee
contributions under The Advest Group, Inc. Thrift Plan (the "Plan").  This
Registration Statement also relates to shares of Common Stock into which the
Debentures are convertible.

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by The Advest Group, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1992, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"); 

(b)  The Company's quarterly reports on Form 10-Q for the quarters ended
December 31, 1992, March 31, 1993 and June 30, 1993;

(c)  The description of the Company's Common Stock which is contained in its
registration statement on Form 10 filed under the 1934 Act, and any amendment or
report filed under the 1934 Act for the purpose of updating such description;
and

(d)  The description of the Debentures contained in the Company's Registration
Statement on Form 8-A filed under the 1934 Act and any amendment or report filed
under the 1934 Act for the purpose of updating such description.

     All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated balance sheet as of September 30, 1992, and the
consolidated statements of operations, changes in shareholders' equity and cash
flows for the year then ended, incorporated by reference in this registration
statement, have been incorporated herein in reliance on the report of Coopers &
Lybrand, independent accountants, given on the authority of that firm as experts
in auditing and accounting.

     With respect to the unaudited interim financial information incorporated by
reference in this registration statement, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information.  However, their
separate reports included in the Company's quarterly reports on Form 10-Q for
the quarters ended December 31, 1992, March 31, 1993 and June 30, 1993, and
incorporated by reference herein, state that they did not audit and they do not
<PAGE>                                 - 2 -
express an opinion on such interim financial information.  Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied.  The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial information because
each report is not a "report" or a "part" of the registration statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of the
Act.

     The financial statements and schedules included in or incorporated by
reference into this Form S-8 registration statement, to the extent and for the
periods indicated in their reports, have been audited by Arthur Andersen & Co.,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. 

Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense of settlement of
such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.  Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

     Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware law.  The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition.  Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.  

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have or
acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise.  In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents against any expense, liability or
loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.  




<PAGE>                                 - 3 -
     The Company's Certificate of Incorporation permits indemnification of
directors and officers to the full extent permitted by the DGCL.  In addition,
the Company currently maintains an insurance policy insuring its officers and
directors against certain liabilities incident to their position with the
Company.

Item 7.  Exemption from Registration Claimed.  

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit No.          Description

4.1   The Advest Group, Inc. Thrift Plan 

4.2   Indenture pertaining to Debentures (Incorporated by reference to Exhibit
4(e) to the Company's Registration Statement on Form S-1 (No. 2-81997))

5     Internal Revenue Service determination letter with respect to the Plan 
(The Company undertakes to submit the Plan to the Internal Revenue Service
("IRS") and to make all changes required by the IRS in order to qualify the
Plan.)
15    Letter re unaudited interim financial information

23.1  Consent of Coopers & Lybrand

23.2  Consent of Arthur Andersen & Co.

24    Power of attorney  (See Signature pages.)

Item 9.  Undertakings.

A.     Undertaking to Update Annually

     The undersigned registrant hereby undertakes:

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

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

     (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; 

     (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;







<PAGE>                                 - 4 -
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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.  

     (2)  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.

     (3)  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.

B.    Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference

     The undersigned registrant hereby undertakes that, for purposes 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 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

C.     Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons

     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 provisions, 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>                                 - 5 -

                                    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 Hartford, State of Connecticut on October 28, 1993.

                                  The Advest Group, Inc.


                                  By    Allen Weintraub       
                                Name:  (Allen Weintraub)
                               Title:  Chief Executive
                                       Officer


     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Allen Weintraub and Lee G. Kuckro and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.  


Signature                       Title                  Date

 Allen Weintraub          Chief Executive Officer   October 28, 1993
(Allen Weintraub)         and Director (Principal
                          Executive Officer)

 Martin M. Lilienthal     Senior Vice President     October 28, 1993
(Martin M. Lilienthal)    and Treasurer (Chief 
                          Financial and Principal
                          Accounting Officer)

 George A. Boujoukos      Director                  October 28, 1993
(George A. Boujoukos)

 Anthony E. Cascino       Director                  October 28, 1993
(Anthony E. Cascino)

 Richard G. Dooley        Director                  October 28, 1993
(Richard G. Dooley)












<PAGE>                                 - 6 -

 Grant Kurtz              Director                  October 28, 1993
(Grant Kurtz)

 Anthony A. LaCroix       Chairman of the Board     October 28, 1993
(Anthony A. LaCroix)      and Director

 Charles T. Larus         Director                  October 28, 1993
(Charles T. Larus)

 Corine T. Norgaard       Director                  October 28, 1993
(Corine T. Norgaard)

 John A. Powers           Director                  October 28, 1993
(John A. Powers)

 Robert L. Thomas         Director                  October 28, 1993
(Robert L. Thomas)










































<PAGE>                                 - 7 -


     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut on October 28, 1993.


                         The Advest Group, Inc. Thrift Plan



                         By:        Robert W. Rulevich    
                            Name:  (Robert W. Rulevich)
                            Title:  Plan Administrator













































<PAGE>                                 - 8 -


                                   EXHIBIT INDEX


Exhibit No.          Description                           Page

      4             The Advest Group, Inc. Thrift Plan       9

      15            Letter re unaudited interim financial    
                    information                             50  

      23.1          Consent of Coopers & Lybrand            51

      23.2          Consent of Arthur Andersen & Co.        52 

      24            Power of Attorney (See Signature pages.)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18983}]
{"company-data": {"conformed-name": "ADVEST GROUP INC", "cik": "0000319489", "assigned-sic": "6211", "irs-number": "060950444", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-72042", "film-number": "00000000"}, "business-address": {"street1": "ONE COMMERCIAL PLZ", "street2": "280 TRUMBULL ST", "city": "HARTFORD", "state": "CT", "zip": "06103", "phone": "2035251421"}}
Registration No. 33-  

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                 
                                     Form S-8
 
                              REGISTRATION STATEMENT
                                       Under
                            THE SECURITIES ACT OF 1933

                              The Advest Group, Inc.
               Exact name of registrant as specified in its charter)

                 Delaware                               06-095044
                (State or other jurisdiction of    (I.R.S. Employer
                Incorporation or organization)     Identification No.)

        1 Commercial Plaza-280 Trumbull Street, Hartford, Connecticut 06103
                     (Address of Principal Executive Offices)

                        The Advest Group, Inc. Thrift Plan
                             (Full title of the plan)

                                Lee G. Kuckro, Esq.
                           Secretary and General Counsel
                              The Advest Group, Inc.
                      1 Commercial Plaza-280 Trumbull Street
                            Hartford, Connecticut 06103       
                      (Name and address of agent for service)

                                  (203) 525-1421                      
           (Telephone number, including area code, of agent for service)

                          CALCULATION OF REGISTRATION FEE

                                  Proposed     Proposed
 Title of                         maximum      maximum
securities         Amount         offering    aggregate     Amount of
  to be            to be           price       offering    registration
registered       registered      per share      price           fee
- ------------------------------------------------------------------------

Common Stock,  300,000 shs.(1)  $7.0625(2)    $2,118,750        $662.11 
$.01 par value

9% Convertible
Subordinated
Debentures due 
2008             $1,000,000(1)     100%       $1,000,000        $312.50

Common Stock,
$.01 par value  73,692 shs.(3)  $7.0625(2)    $520,449.75       $162.64

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to The Advest Group, Inc. Thrift Plan (the "Plan").  

(1)  Estimated pursuant to Rule 457(c) and Rule 457(h) as the number of shares
of Common Stock, 9% Convertible Subordinated Debentures ("Debentures") of The
Advest Group, Inc. to be purchased by the Plan with employer and employee
contributions, which securities may be acquired by participants in the Plan.

(2)  Based on the average of the high and low prices of a share of Common Stock
as reported in the consolidated reporting system on November 12, 1993.

(3)  Estimated as the number of shares into which the Debentures are
convertible.

Total of sequentially numbered pages 52.
Exhibit index sequential page number page 8.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to shares of Common Stock, par value
$.01 per share ("Common Stock") and 9% Convertible Subordinated Debentures due
2008 ("Debentures"), which may be purchased with employer and employee
contributions under The Advest Group, Inc. Thrift Plan (the "Plan").  This
Registration Statement also relates to shares of Common Stock into which the
Debentures are convertible.

Item 3.  Incorporation of Documents by Reference.

     The following documents filed by The Advest Group, Inc. (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

(a)  The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1992, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"); 

(b)  The Company's quarterly reports on Form 10-Q for the quarters ended
December 31, 1992, March 31, 1993 and June 30, 1993;

(c)  The description of the Company's Common Stock which is contained in its
registration statement on Form 10 filed under the 1934 Act, and any amendment or
report filed under the 1934 Act for the purpose of updating such description;
and

(d)  The description of the Debentures contained in the Company's Registration
Statement on Form 8-A filed under the 1934 Act and any amendment or report filed
under the 1934 Act for the purpose of updating such description.

     All documents subsequently filed by the Company or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
filing of such documents.  

Item 4.  Description of Securities.

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     The consolidated balance sheet as of September 30, 1992, and the
consolidated statements of operations, changes in shareholders' equity and cash
flows for the year then ended, incorporated by reference in this registration
statement, have been incorporated herein in reliance on the report of Coopers &
Lybrand, independent accountants, given on the authority of that firm as experts
in auditing and accounting.

     With respect to the unaudited interim financial information incorporated by
reference in this registration statement, the independent accountants have
reported that they have applied limited procedures in accordance with
professional standards for a review of such information.  However, their
separate reports included in the Company's quarterly reports on Form 10-Q for
the quarters ended December 31, 1992, March 31, 1993 and June 30, 1993, and
incorporated by reference herein, state that they did not audit and they do not
- 2 -
express an opinion on such interim financial information.  Accordingly, the
degree of reliance on their reports on such information should be restricted in
light of the limited nature of the review procedures applied.  The accountants
are not subject to the liability provisions of Section 11 of the Securities Act
of 1933 for their reports on the unaudited interim financial information because
each report is not a "report" or a "part" of the registration statement prepared
or certified by the accountants within the meaning of Sections 7 and 11 of the
Act.

     The financial statements and schedules included in or incorporated by
reference into this Form S-8 registration statement, to the extent and for the
periods indicated in their reports, have been audited by Arthur Andersen & Co.,
independent public accountants, and are included herein in reliance upon the
authority of said firm as experts in giving said reports. 

Item 6.  Indemnification of Directors and Officers.

     Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of a corporation--a "derivative action") if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense of settlement of
such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.  Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

     Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware law.  The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition.  Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.  

     The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have or
acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise.  In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents against any expense, liability or
loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.
- 3 -
     The Company's Certificate of Incorporation permits indemnification of
directors and officers to the full extent permitted by the DGCL.  In addition,
the Company currently maintains an insurance policy insuring its officers and
directors against certain liabilities incident to their position with the
Company.

Item 7.  Exemption from Registration Claimed.  

     Not applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith:

Exhibit No.          Description

4.1   The Advest Group, Inc. Thrift Plan 

4.2   Indenture pertaining to Debentures (Incorporated by reference to Exhibit
4(e) to the Company's Registration Statement on Form S-1 (No. 2-81997))

5     Internal Revenue Service determination letter with respect to the Plan 
(The Company undertakes to submit the Plan to the Internal Revenue Service
("IRS") and to make all changes required by the IRS in order to qualify the
Plan.)
15    Letter re unaudited interim financial information

23.1  Consent of Coopers & Lybrand

23.2  Consent of Arthur Andersen & Co.

24    Power of attorney  (See Signature pages.)

Item 9.  Undertakings.

A.     Undertaking to Update Annually

     The undersigned registrant hereby undertakes:

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

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

     (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; 

     (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;
- 4 -
provided, however, that paragraph (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and 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.  

     (2)  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.

     (3)  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.

B.    Undertaking With Respect to Incorporating Subsequent Exchange Act
Documents By Reference

     The undersigned registrant hereby undertakes that, for purposes 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 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.

C.     Undertaking With Respect to Indemnification of Directors, Officers or
Controlling Persons

     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 provisions, 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.
- 5 -

                                    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 Hartford, State of Connecticut on October 28, 1993.

                                  The Advest Group, Inc.

                                  By    Allen Weintraub       
                                Name:  (Allen Weintraub)
                               Title:  Chief Executive
                                       Officer

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Allen Weintraub and Lee G. Kuckro and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.  

Signature                       Title                  Date

 Allen Weintraub          Chief Executive Officer   October 28, 1993
(Allen Weintraub)         and Director (Principal
                          Executive Officer)

 Martin M. Lilienthal     Senior Vice President     October 28, 1993
(Martin M. Lilienthal)    and Treasurer (Chief 
                          Financial and Principal
                          Accounting Officer)

 George A. Boujoukos      Director                  October 28, 1993
(George A. Boujoukos)

 Anthony E. Cascino       Director                  October 28, 1993
(Anthony E. Cascino)

 Richard G. Dooley        Director                  October 28, 1993
(Richard G. Dooley)
- 6 -

 Grant Kurtz              Director                  October 28, 1993
(Grant Kurtz)

 Anthony A. LaCroix       Chairman of the Board     October 28, 1993
(Anthony A. LaCroix)      and Director

 Charles T. Larus         Director                  October 28, 1993
(Charles T. Larus)

 Corine T. Norgaard       Director                  October 28, 1993
(Corine T. Norgaard)

 John A. Powers           Director                  October 28, 1993
(John A. Powers)

 Robert L. Thomas         Director                  October 28, 1993
(Robert L. Thomas)
- 7 -

     Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Plan) have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford, State of Connecticut on October 28, 1993.

                         The Advest Group, Inc. Thrift Plan

                         By:        Robert W. Rulevich    
                            Name:  (Robert W. Rulevich)
                            Title:  Plan Administrator
- 8 -

                                   EXHIBIT INDEX

Exhibit No.          Description                           Page

      4             The Advest Group, Inc. Thrift Plan       9

      15            Letter re unaudited interim financial    
                    information                             50  

      23.1          Consent of Coopers & Lybrand            51

      23.2          Consent of Arthur Andersen & Co.        52 

      24            Power of Attorney (See Signature pages.)