As filed with the Securities and Exchange Commission on May 22, 1998

                                             Registration No. 333-_____

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                      ________________________
                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                      ________________________
                  HILB, ROGAL AND HAMILTON COMPANY
       (Exact name of registrant as specified in its charter)

    Virginia                                      54-1194795
(State or other                                (I.R.S. employer
jurisdiction of                                 identification
incorporation or                                    number)
organization)
                        4235 Innslake Drive
                    Glen Allen, Virginia  23060
              (Address of principal executive offices)
         Registrant's telephone number, including area code
                           (804) 747-6500
                      ________________________
      Hilb, Rogal and Hamilton Company Non-employee Directors
                       Stock Incentive Plan
                        (Full Title of Plan)
                                        Copy to:
Walter L. Smith, Esquire               Andrew L. Rogal, President
Hilb, Rogal and Hamilton Company       Hilb, Rogal and Hamilton Company
4235 Innslake Drive                    4235 Innslake Drive
Glen Allen, Virginia  23060            Glen Allen, Virginia  23060
(804) 747-6500                        (804) 747-6500
(Name, address and telephone
number of agent for service)

     Approximate Date of Commencement of Proposed Sale to Public:  From
time to time after the effective date of this Registration Statement.

                  CALCULATION OF REGISTRATION FEE

Title of each                    Proposed         Proposed
  class of         Amount         maximum          maximum          Amount of
securities to       to be      offering price     aggregate         Registration
be  registered   registered(1)   per share(2)   offering price(2)      Fee(2)


Common stock       200,000        $17.125         $3,425,000          $1,010.38
without par
value

(1)  The  amount  of Common Stock registered hereunder shall be  deemed  to
     include  any  shares  issuable as a result of  a  stock  split,  stock
     dividend or other change in the capitalization of the Registrant.

(2)  Calculated  on the basis of the average of the high ($17.25)  and  low
     ($17.00)  prices reported on the New York Stock Exchange  on  May  19,
     1998 as provided in Rule 457(c) and (h)(1).
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Documents By Reference

          The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (1)  the Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1997, File No. 0-15981 and
          the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1998, File No. 0-15981, filed
          by the Registrant under Section 13(a) of the Securities
          Exchange Act of 1934 (the "Exchange Act");

          (2)  all reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal
          year covered by the Registrant's Annual Report on Form
          10-K referred to in (1) above; and

          (3)  the description of the Registrant's Common Stock
          contained in the Registrant's Form S-3 Registration
          Statement, File No. 33-56488, effective March 1, 1993.

          All documents subsequently filed by the Registrant
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 have been sold or which
deregisters all securities then 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.  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 Registration Statement 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 earlier statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Registration Statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Walter L. Smith, Vice President, General Counsel and
Secretary of Hilb, Rogal and Hamilton Company, has rendered his
opinion that the shares of Common Stock that constitute original
issuance securities will, when issued, pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and
nonassessable.

          As of May 20, 1998, Walter L. Smith was beneficial
owner of 14,730 shares of the Registrant's Common Stock.


Item 6.   Indemnification of Directors and Officers

          Article 10 of Chapter 9 of Title 13.1 of the Code of
Virginia (the "Code") permits a Virginia corporation to indemnify
any director or officer for reasonable expenses incurred in any
legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation
a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination
is made by the board of directors that such standard has been
met.  In a proceeding by or in the right of the corporation, no
indemnification shall be made in respect of any matter as to
which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place
determines that, despite such liability , such person is
reasonably entitled to indemnification in view of all the
relevant circumstances.  In any other proceeding, no indemnifica
tion shall be made if the director or officer is adjudged liable
to the corporation on the basis that personal benefit was im
properly received by him.  Corporations are given the power to
make any other or further indemnity, including advance of expen
ses, to any director or officer that may be authorized by the
articles of incorporation or any bylaw made by the shareholders,
or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a
knowing violation of the criminal law.  Unless limited by its
articles of incorporation, indemnification of a director or
officer is mandatory when he entirely prevails in the defense of
any proceeding to which he is a party because he is or was a
director or officer.

          The Articles of Incorporation of the undersigned
Registrant contain provisions indemnifying the directors and
officers of the Registrant to the full extent permitted by
Virginia law.  In addition, the Articles of Incorporation elimi
nate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary
damages for breach of their fiduciary duties to the full extent
permitted by Virginia law.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          The following exhibits are filed on behalf of the
Registrant as part of this Registration Statement:
                    4.1  Articles of Incorporation
               of Hilb, Rogal and Hamilton Company
               (incorporated by reference to
               Exhibit 4.1 to the Registrant's
               Registration Statement on Form S-3,
               File No. 33-56488, effective March
               1, 1993)


                    4.2  Amended and Restated
               Bylaws of Hilb, Rogal and Hamilton
               Company (incorporated by reference
               to Exhibit 3.2 to the Registrant's
               Form 10-K for the year ended Decem
               ber 31, 1997, File No. 0-15981)

                    4.3  Hilb, Rogal and Hamilton
               Company Non-employee Directors
               Stock Plan

                    5 and 23.1  Opinion and Consent of
               Walter L. Smith, Vice President,
               General Counsel and Assistant
               Secretary of the Registrant

                   23.2  Consent of Ernst & Young LLP

                     24  Powers of Attorney
               (included on signature page)

Item 9.   Undertakings

     (a)  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 ag
                    gregate, 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 and 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 percent change in the maximum
                    aggregate offering price set forth in the
                    "Calculation of Registration Fee" label in
                    the effective registration statement; and

                              (iii)To include any material
                    information with respect to the plan of dis
                    tribution not previously disclosed in the
                    registration statement or any material change
                    to such information in the registration state
                    ment;

                         Provided, however, that paragraph
               (a)(1)(i) and (a)(1)(ii) shall not apply if the
               registration statement is on Form S-3 or Form S-8
               or Form F-3, 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 registration by means of a
               post-effective amendment any of the securities
               being registered which remain unsold at the
               termination of the offering.

     (b)  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)  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 Commis
sion 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 proceedings) 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 indemnifica
tion 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,
as amended, 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 County of Henrico, Commonwealth
of Virginia, on this 22nd day of May, 1998.
                                             HILB, ROGAL AND HAMILTON COMPANY



                                             By: /s/ Andrew L. Rogal
                                                 Andrew L. Rogal
                                                 President and Chief Executive
                                                 Officer

                        POWER OF ATTORNEY

     Each of the undersigned hereby appoints Andrew L. Rogal and
Walter L. Smith, either of whom may act individually, as
attorneys-in-fact and agents for the undersigned, with full power
of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and
all amendments (including post-effective amendments) to this
Registration Statement, with any exhibits thereto, and any other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of securities covered hereby, with
full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.

     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.

      Signature                      Title                      Date

           

  /s/ Andrew L. Rogal         President and Chief Executive    May 22, 1998
      Andrew L. Rogal         Officer and Director
                             (Principal Executive Officer)

  /s/ Robert H. Hilb          Chairman and Director            May 22, 1998
      Robert H. Hilb

  /s/ Carolyn Jones           Senior Vice President, Chief     May 22, 1998
      Carolyn Jones           Financial Officer and Treasurer
                             (Principal Financial Officer)

  /s/ Robert W. Blanton, Jr.  Vice President and Controller    May 22, 1998
      Robert W. Blanton, Jr. (Principal Accounting Officer)

  /s/ Theodore L. Chandler, Jr.         Director               May 22, 1998
      Theodore L. Chandler, Jr.

  /s/ Norwood H. Davis, Jr.             Director               May 22, 1998
      Norwood H. Davis, Jr.

                                        Director                        
      Philip J. Faccenda

                                        Director                        
      J.S.M. French

  /s/ Anthony F. Markel                 Director               May 22, 1998
      Anthony F. Markel

  /s/ Thomas H. O'Brien                 Director               May 22, 1998
      Thomas H. O'Brien

  /s/ Robert S. Ukrop                   Director               May 22, 1998
      Robert S. Ukrop
                     
                         EXHIBIT INDEX
                               TO
                FORM S-8 REGISTRATION STATEMENT
                              FOR
               HILB, ROGAL AND HAMILTON COMPANY
          NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                    ________________________


Exhibit
Number               Description of Exhibits

4.1                 Articles of Incorporation
               of Hilb, Rogal and Hamilton Company
               (incorporated by reference to
               Exhibit 4.1 to the Registrant's
               Registration Statement on Form S-3,
               File No. 33-56488, effective March
               1, 1993)

4.2                 Amended and Restated
               Bylaws of Hilb, Rogal and Hamilton
               Company (incorporated by reference
               to Exhibit 3.2 to the Registrant's
               Form 10-K for the year ended Decem
               ber 31, 1997, File No. 0-15981)

4.3                 Hilb, Rogal and Hamilton
               Company Non-employee Directors
               Stock Incentive Plan

5 and
 23.1               Opinion and Consent of Walter
               L. Smith, Vice President, General
               Counsel and Assistant Secretary of
               the Registrant

23.2                Consent of Ernst & Young LLP

24                       Powers of Attorney
               (included on signature page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18731}]
{"company-data": {"conformed-name": "HILB ROGAL & HAMILTON CO /VA/", "cik": "0000814898", "assigned-sic": "6411", "irs-number": "541194795", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53417", "film-number": "98630685"}, "business-address": {"street1": "4235 INNSLAKE DR", "city": "GLEN ALLEN", "state": "VA", "zip": "23060", "phone": "8047476500"}, "mail-address": {"street1": "P O BOX 1220", "city": "GLEN ALLEN", "state": "VA", "zip": "23060"}}
As filed with the Securities and Exchange Commission on May 22, 1998

                                             Registration No. 333-_____

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                      ________________________
                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                      ________________________
                  HILB, ROGAL AND HAMILTON COMPANY
       (Exact name of registrant as specified in its charter)

    Virginia                                      54-1194795
(State or other                                (I.R.S. employer
jurisdiction of                                 identification
incorporation or                                    number)
organization)
                        4235 Innslake Drive
                    Glen Allen, Virginia  23060
              (Address of principal executive offices)
         Registrant's telephone number, including area code
                           (804) 747-6500
                      ________________________
      Hilb, Rogal and Hamilton Company Non-employee Directors
                       Stock Incentive Plan
                        (Full Title of Plan)
                                        Copy to:
Walter L. Smith, Esquire               Andrew L. Rogal, President
Hilb, Rogal and Hamilton Company       Hilb, Rogal and Hamilton Company
4235 Innslake Drive                    4235 Innslake Drive
Glen Allen, Virginia  23060            Glen Allen, Virginia  23060
(804) 747-6500                        (804) 747-6500
(Name, address and telephone
number of agent for service)

     Approximate Date of Commencement of Proposed Sale to Public:  From
time to time after the effective date of this Registration Statement.

                  CALCULATION OF REGISTRATION FEE

Title of each                    Proposed         Proposed
  class of         Amount         maximum          maximum          Amount of
securities to       to be      offering price     aggregate         Registration
be  registered   registered(1)   per share(2)   offering price(2)      Fee(2)

Common stock       200,000        $17.125         $3,425,000          $1,010.38
without par
value

(1)  The  amount  of Common Stock registered hereunder shall be  deemed  to
     include  any  shares  issuable as a result of  a  stock  split,  stock
     dividend or other change in the capitalization of the Registrant.

(2)  Calculated  on the basis of the average of the high ($17.25)  and  low
     ($17.00)  prices reported on the New York Stock Exchange  on  May  19,
     1998 as provided in Rule 457(c) and (h)(1).
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation Of Documents By Reference

          The following documents filed by the Registrant with
the Securities and Exchange Commission are incorporated herein by
reference and made a part hereof:

          (1)  the Registrant's Annual Report on Form 10-K for
          the year ended December 31, 1997, File No. 0-15981 and
          the Registrant's Quarterly Report on Form 10-Q for the
          quarter ended March 31, 1998, File No. 0-15981, filed
          by the Registrant under Section 13(a) of the Securities
          Exchange Act of 1934 (the "Exchange Act");

          (2)  all reports filed pursuant to Section 13(a) or
          15(d) of the Exchange Act since the end of the fiscal
          year covered by the Registrant's Annual Report on Form
          10-K referred to in (1) above; and

          (3)  the description of the Registrant's Common Stock
          contained in the Registrant's Form S-3 Registration
          Statement, File No. 33-56488, effective March 1, 1993.

          All documents subsequently filed by the Registrant
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 have been sold or which
deregisters all securities then 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.  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 Registration Statement 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 earlier statement.
Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the
Registration Statement.

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          Walter L. Smith, Vice President, General Counsel and
Secretary of Hilb, Rogal and Hamilton Company, has rendered his
opinion that the shares of Common Stock that constitute original
issuance securities will, when issued, pursuant to the terms and
conditions of the Plan, be validly issued, fully paid and
nonassessable.

          As of May 20, 1998, Walter L. Smith was beneficial
owner of 14,730 shares of the Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers

          Article 10 of Chapter 9 of Title 13.1 of the Code of
Virginia (the "Code") permits a Virginia corporation to indemnify
any director or officer for reasonable expenses incurred in any
legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation
a written statement of his good faith belief that he has met the
standard of conduct prescribed by the Code, and a determination
is made by the board of directors that such standard has been
met.  In a proceeding by or in the right of the corporation, no
indemnification shall be made in respect of any matter as to
which an officer or director is adjudged to be liable to the
corporation, unless the court in which the proceeding took place
determines that, despite such liability , such person is
reasonably entitled to indemnification in view of all the
relevant circumstances.  In any other proceeding, no indemnifica
tion shall be made if the director or officer is adjudged liable
to the corporation on the basis that personal benefit was im
properly received by him.  Corporations are given the power to
make any other or further indemnity, including advance of expen
ses, to any director or officer that may be authorized by the
articles of incorporation or any bylaw made by the shareholders,
or any resolution adopted, before or after the event, by the
shareholders, except an indemnity against willful misconduct or a
knowing violation of the criminal law.  Unless limited by its
articles of incorporation, indemnification of a director or
officer is mandatory when he entirely prevails in the defense of
any proceeding to which he is a party because he is or was a
director or officer.

          The Articles of Incorporation of the undersigned
Registrant contain provisions indemnifying the directors and
officers of the Registrant to the full extent permitted by
Virginia law.  In addition, the Articles of Incorporation elimi
nate the personal liability of the Registrant's directors and
officers to the Registrant or its shareholders for monetary
damages for breach of their fiduciary duties to the full extent
permitted by Virginia law.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          The following exhibits are filed on behalf of the
Registrant as part of this Registration Statement:
                    4.1  Articles of Incorporation
               of Hilb, Rogal and Hamilton Company
               (incorporated by reference to
               Exhibit 4.1 to the Registrant's
               Registration Statement on Form S-3,
               File No. 33-56488, effective March
               1, 1993)

                    4.2  Amended and Restated
               Bylaws of Hilb, Rogal and Hamilton
               Company (incorporated by reference
               to Exhibit 3.2 to the Registrant's
               Form 10-K for the year ended Decem
               ber 31, 1997, File No. 0-15981)

                    4.3  Hilb, Rogal and Hamilton
               Company Non-employee Directors
               Stock Plan

                    5 and 23.1  Opinion and Consent of
               Walter L. Smith, Vice President,
               General Counsel and Assistant
               Secretary of the Registrant

                   23.2  Consent of Ernst & Young LLP

                     24  Powers of Attorney
               (included on signature page)

Item 9.   Undertakings

     (a)  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 ag
                    gregate, 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 and 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 percent change in the maximum
                    aggregate offering price set forth in the
                    "Calculation of Registration Fee" label in
                    the effective registration statement; and

                              (iii)To include any material
                    information with respect to the plan of dis
                    tribution not previously disclosed in the
                    registration statement or any material change
                    to such information in the registration state
                    ment;

                         Provided, however, that paragraph
               (a)(1)(i) and (a)(1)(ii) shall not apply if the
               registration statement is on Form S-3 or Form S-8
               or Form F-3, 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 registration by means of a
               post-effective amendment any of the securities
               being registered which remain unsold at the
               termination of the offering.

     (b)  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)  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 Commis
sion 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 proceedings) 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 indemnifica
tion 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,
as amended, 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 County of Henrico, Commonwealth
of Virginia, on this 22nd day of May, 1998.
                                             HILB, ROGAL AND HAMILTON COMPANY

                                             By: /s/ Andrew L. Rogal
                                                 Andrew L. Rogal
                                                 President and Chief Executive
                                                 Officer

                        POWER OF ATTORNEY

     Each of the undersigned hereby appoints Andrew L. Rogal and
Walter L. Smith, either of whom may act individually, as
attorneys-in-fact and agents for the undersigned, with full power
of substitution, for and in the name, place and stead of the
undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, any and
all amendments (including post-effective amendments) to this
Registration Statement, with any exhibits thereto, and any other
documents to be filed with the Securities and Exchange Commission
pertaining to the registration of securities covered hereby, with
full power and authority to do and perform any and all acts and
things whatsoever requisite or desirable.

     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.

      Signature                      Title                      Date

           

  /s/ Andrew L. Rogal         President and Chief Executive    May 22, 1998
      Andrew L. Rogal         Officer and Director
                             (Principal Executive Officer)

  /s/ Robert H. Hilb          Chairman and Director            May 22, 1998
      Robert H. Hilb

  /s/ Carolyn Jones           Senior Vice President, Chief     May 22, 1998
      Carolyn Jones           Financial Officer and Treasurer
                             (Principal Financial Officer)

  /s/ Robert W. Blanton, Jr.  Vice President and Controller    May 22, 1998
      Robert W. Blanton, Jr. (Principal Accounting Officer)

  /s/ Theodore L. Chandler, Jr.         Director               May 22, 1998
      Theodore L. Chandler, Jr.

  /s/ Norwood H. Davis, Jr.             Director               May 22, 1998
      Norwood H. Davis, Jr.

                                        Director                        
      Philip J. Faccenda

                                        Director                        
      J.S.M. French

  /s/ Anthony F. Markel                 Director               May 22, 1998
      Anthony F. Markel

  /s/ Thomas H. O'Brien                 Director               May 22, 1998
      Thomas H. O'Brien

  /s/ Robert S. Ukrop                   Director               May 22, 1998
      Robert S. Ukrop
                     
                         EXHIBIT INDEX
                               TO
                FORM S-8 REGISTRATION STATEMENT
                              FOR
               HILB, ROGAL AND HAMILTON COMPANY
          NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN

                    ________________________

Exhibit
Number               Description of Exhibits

4.1                 Articles of Incorporation
               of Hilb, Rogal and Hamilton Company
               (incorporated by reference to
               Exhibit 4.1 to the Registrant's
               Registration Statement on Form S-3,
               File No. 33-56488, effective March
               1, 1993)

4.2                 Amended and Restated
               Bylaws of Hilb, Rogal and Hamilton
               Company (incorporated by reference
               to Exhibit 3.2 to the Registrant's
               Form 10-K for the year ended Decem
               ber 31, 1997, File No. 0-15981)

4.3                 Hilb, Rogal and Hamilton
               Company Non-employee Directors
               Stock Incentive Plan

5 and
 23.1               Opinion and Consent of Walter
               L. Smith, Vice President, General
               Counsel and Assistant Secretary of
               the Registrant

23.2                Consent of Ernst & Young LLP

24                       Powers of Attorney
               (included on signature page)