<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.)

       90 State House Square, Hartford, Connecticut 06103
            (Address of Principal Executive Offices)


            The Advest Group, Inc. 1996 Equity Plan
                    (Full title of the plan)

                      Lee G. Kuckro, Esq.
                 Secretary and General Counsel
                     The Advest Group, Inc.
                     90 State House Square
                  Hartford, Connecticut 06103
            (Name and address of agent for service)

                              (203) 509-1000
 (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(1)    price         fee

Common Stock,  800,000 shs.   $9.6875     $7,750,000   $2,672.42
$.01 par value

(1)       Estimated pursuant to Rule 457(c) and Rule 457(h) solely for
the purposes of calculating the registration fee, and based on the
average of the high and low prices of a share of Common Stock as
reported in the consolidated reporting system on February 1, 1996.




<PAGE>
                            Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to (i) 400,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), which may be
purchased by participants under The Advest Group, Inc. 1996 Equity
Plan (the "Plan") and (ii) 400,000 shares of common stock which may be
purchased by participants upon exercise of options issuable under the
Plan.

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, 1995, filed pursuant to Section 13(a) of the
     Securities Exchange Act of 1934, as amended (the "1934 Act");

     (b)   The description of the Company's Common Stock which is
     contained in its 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 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 shares of
Common Stock 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.

     Not applicable.

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



<PAGE>                             -2-

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.

     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:





<PAGE>                             -3-

Exhibit No.         Description

4         The Advest Group, Inc. 1996 Equity Plan.

5         Opinion of David A. Horowitz, Esq., Assistant General
          Counsel of the Company, with respect to the legality of
          the Common Stock registered hereby

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of David A. Horowitz, Esq. (See Exhibit 5.)

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;

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






<PAGE>                             -4-

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 November 30, 1995.

                                   THE ADVEST GROUP, INC.



                                   By      /s/ Allen Weintraub
                                        Allen Weintraub
                                        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, Lee
G. Kuckro and David A. Horowitz 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

/s/ Allen Weintraub      Chief Executive Officer    November 30, 1995
Allen Weintraub          (Principal Executive Officer)
                         and Chairman of the Board


/s/ Martin M. Lilienthal  Senior Vice President and  November 30, 1995
Martin M. Lilienthal      Treasurer (Chief Financial
                          and Principal Accounting
                          Officer)


/s/ George A. Boujoukos  Director                    November 30, 1995
George A. Boujoukos







<PAGE>                             -6-


/s/ Sanford Cloud, Jr.   Director                   November 30, 1995
Sanford Cloud, Jr.


/s/ Richard G. Dooley    Director                   November 30, 1995
Richard G. Dooley


/s/ Robert W. Fiondella  Director                   November 30, 1995
Robert W. Fiondella


/s/ Grant Kurtz          Director                   November 30, 1995
Grant Kurtz


/s/ Anthony A. LaCroix   Director                   November 30, 1995
Anthony A. LaCroix


/s/ Corine T. Norgaard   Director                   November 30, 1995
Corine T. Norgaard


/s/ John A. Powers       Director                   November 30, 1995
John A. Powers
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13943}]
{"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": "333-00797", "film-number": "96513050"}, "business-address": {"street1": "ONE COMMERCIAL PLZ", "street2": "280 TRUMBULL ST", "city": "HARTFORD", "state": "CT", "zip": "06103", "phone": "2035251421"}, "mail-address": {"street1": "ONE COMMERCIAL PLAZA", "street2": "280 TRUMBULL STREET", "city": "HARTFORD", "state": "CT", "zip": "06103"}}
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.)

       90 State House Square, Hartford, Connecticut 06103
            (Address of Principal Executive Offices)

            The Advest Group, Inc. 1996 Equity Plan
                    (Full title of the plan)

                      Lee G. Kuckro, Esq.
                 Secretary and General Counsel
                     The Advest Group, Inc.
                     90 State House Square
                  Hartford, Connecticut 06103
            (Name and address of agent for service)

                              (203) 509-1000
 (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(1)    price         fee

Common Stock,  800,000 shs.   $9.6875     $7,750,000   $2,672.42
$.01 par value

(1)       Estimated pursuant to Rule 457(c) and Rule 457(h) solely for
the purposes of calculating the registration fee, and based on the
average of the high and low prices of a share of Common Stock as
reported in the consolidated reporting system on February 1, 1996.
Part II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     This Registration Statement relates to (i) 400,000 shares of
Common Stock, par value $.01 per share ("Common Stock"), which may be
purchased by participants under The Advest Group, Inc. 1996 Equity
Plan (the "Plan") and (ii) 400,000 shares of common stock which may be
purchased by participants upon exercise of options issuable under the
Plan.

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, 1995, filed pursuant to Section 13(a) of the
     Securities Exchange Act of 1934, as amended (the "1934 Act");

     (b)   The description of the Company's Common Stock which is
     contained in its 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 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 shares of
Common Stock 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.

     Not applicable.

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
-2-

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.

     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:
-3-

Exhibit No.         Description

4         The Advest Group, Inc. 1996 Equity Plan.

5         Opinion of David A. Horowitz, Esq., Assistant General
          Counsel of the Company, with respect to the legality of
          the Common Stock registered hereby

23.1      Consent of Coopers & Lybrand L.L.P.

23.2      Consent of David A. Horowitz, Esq. (See Exhibit 5.)

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;

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
-4-

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 November 30, 1995.

                                   THE ADVEST GROUP, INC.

                                   By      /s/ Allen Weintraub
                                        Allen Weintraub
                                        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, Lee
G. Kuckro and David A. Horowitz 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

/s/ Allen Weintraub      Chief Executive Officer    November 30, 1995
Allen Weintraub          (Principal Executive Officer)
                         and Chairman of the Board

/s/ Martin M. Lilienthal  Senior Vice President and  November 30, 1995
Martin M. Lilienthal      Treasurer (Chief Financial
                          and Principal Accounting
                          Officer)

/s/ George A. Boujoukos  Director                    November 30, 1995
George A. Boujoukos
-6-

/s/ Sanford Cloud, Jr.   Director                   November 30, 1995
Sanford Cloud, Jr.

/s/ Richard G. Dooley    Director                   November 30, 1995
Richard G. Dooley

/s/ Robert W. Fiondella  Director                   November 30, 1995
Robert W. Fiondella

/s/ Grant Kurtz          Director                   November 30, 1995
Grant Kurtz

/s/ Anthony A. LaCroix   Director                   November 30, 1995
Anthony A. LaCroix

/s/ Corine T. Norgaard   Director                   November 30, 1995
Corine T. Norgaard

/s/ John A. Powers       Director                   November 30, 1995
John A. Powers