As filed with the Securities and Exchange Commission on May 16,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
CBI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                36-3009343
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

800 Jorie Boulevard 
Oak Brook, Illinois 60521-2268
(Address of Principal Executive Offices)

CBI INDUSTRIES INC. 1995 STOCK OPTION PLAN
(Full title of the Plan)

Charles O. Ziemer, Esq.
Senior Vice President and General Counsel
800 Jorie Boulevard 
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Name, address and telephone number 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 (1)     Fee (1)


Common Stock, par  1,700,000       $25.75       $43,775,000   $15,094.83
value $2.50 per 
share

(1)      In accordance with Rule 457 calculated on the basis of the
average of the high ($25.875) and low ($25.625) prices for the
Common Stock on the New York Stock Exchange Composite tape on May
15, 1995.                                  
<PAGE>

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  DOCUMENTS INCORPORATED BY REFERENCE

         The following documents filed by the Company with the
Commission (File No. 1-7833) are incorporated by reference in the
registration statement: (i) Annual Report on Form 10-K for the
fiscal year  ended December 31, 1994, together with the reports of
independent public accountants which includes an explanatory
paragraph that describes changes in accounting principles with
respect to the methods of accounting for income taxes and for
postretirement benefits other than pensions, (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995, (iii) the
description of the Common Stock as set forth in Item 1 of the
Company's Registration Statement on Form 8-A filed with the
Commission on April 20,1979, and (iv) the description of preferred
stock purchase rights as set forth in Item 1 of the Company's
Amendment No. 1 to Registration Statement on Form 8-A filed with
the Commission on August 8, 1989, Amendment No. 2 to Registration
Statement on Form 8-A filed with the Commission on December 21,
1994 and Amendment No. 3 to Registration Statement on Form 8-A
filed with the Commission on April 21, 1995.

      All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment to the registration statement which indicates
that all of the shares of Common Stock offered have been sold or
which deregisters all of the shares then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement
contained herein or 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
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Securities offered hereby will be
passed upon for the Company by Charles O. Ziemer, Esq., General
Counsel of the Company.  As of May 11, 1995, Mr. Ziemer
beneficially owned 31,295 shares of Common Stock and had options to
purchase 56,200 shares of Common Stock.
    
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Reference is made to Section 145 of the General Corporation
Law of the State of Delaware which provides generally that a person
sued as a director, officer, employee or agent of a corporation may
be indemnified by the corporation in non-derivative suits for
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation.  In the case of criminal actions and
proceedings such person must also have had no reasonable cause to
believe his conduct was unlawful.  Indemnification of expenses is
also authorized in stockholder derivative actions provided such
person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation
and so long as he had not been found liable to the corporation. 
Even in this latter instance, the court may determine that in view
of all the circumstances such person is entitled to indemnification
for such expenses as the court deems proper.  A person sued as a
director, officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by the
corporation against expenses.  A corporation may amend its
certificate of incorporation to eliminate or limit personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of the director's fiduciary duty of
care, although such an amendment may not eliminate the liability of
a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly
violating a law, declaring an illegal dividend or approving an
illegal stock repurchase, or obtaining an improper personal
benefit.

      Article Sixteenth of the Company's Certificate of
Incorporation eliminates director liability to the extent described
in the preceding sentence.  Article VIII of the Company's By-Laws
permits indemnification of directors and officers of the Company to
the fullest extent permitted by the Delaware General Corporation
Law, and provides that expenses incurred by a director or officer
in defending certain suits or proceedings may be conditionally paid
by the Company in advance of the final disposition of such actions.

      The Company has provided liability insurance for each
director and officer for certain losses arising from claims or
charges made against them while acting in their capacities of
directors or officers of the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

Item 8.  EXHIBITS

(4)(a)  -- CBI Industries Inc. 1995 Stock Option Plan

   (b)  -- Restated Certificate of Incorporation of the Company   
           (filed as Exhibit 3 to the Company's Form 10-Q 
           Quarterly Report dated November 10, 1994 (Commission   
           File No. 1-7833) and incorporated herein by 
           reference).

   (c)  -- By-laws, as amended (filed as Exhibit 3(b) to the
           Company's Form 10-Q Quarterly Report dated
           May 13, 1994 (Commission File No. 1-7833)
           and incorporated by reference herein).

   (d)  -- Amendment and Restatement dated as of August 8, 1989
           of a Rights Agreement dated as of March 4, 1986 
           between the Company and First Chicago Trust Company,
           as Rights Agent (the "Rights Agreement"), as amended,  
             filed as exhibit (1) to the Company's Current Report
           on Form 8-K dated August 8, 1989 (Commission File No.  
           1-7833) and incorporated herein by reference).

   (e)  -- Amendment dated as of December 20, 1994 to the Rights  
            Agreement filed as exhibit (1) to the Company's Current 
           Report on Form 8-K dated December 21, 1994 (Commission 
            File No. 1-7833) and incorporated herein by reference).

   (f)  -- Amendment dated as of March 8, 1995 to the Rights      
            Agreement filed as exhibit (1) to the Company's Current 
           Report on Form 8-K dated April 21, 1995 (Commission 
            File No. 1-7833) and incorporated herein by reference).

(5)   -- Opinion of Charles O. Ziemer, Senior Vice President and
         General Counsel of CBI Industries, Inc.

(23)(a) -- Consent of Arthur Andersen & Co.
 
    (b) -- Consent of Charles O. Ziemer (contained in, and
           incorporated herein by reference to, Exhibit 5)

(24)  -- Power of Attorney (included under the caption entitled
         "Power of Attorney" in Part II of this Registration
         Statement).


Item 9.  UNDERTAKINGS.

  The undersigned registrant hereby undertakes as follows:

  (a)(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 undertakings (i) and (ii) do not
      apply if the information required to be included in a post-
      effective amendment is contained in periodic reports filed
      by the Registrant pursuant to Sections 13 or 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) 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 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.

  (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>
     SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the Village of Oak Brook, State of Illinois on May 11, 1995.

                             CBI INDUSTRIES, INC.


                             By:  /S/ John E. Jones       
                                   John E. Jones,
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer
    
POWER OF ATTORNEY

  We, the undersigned officers and directors of CBI Industries,
Inc., hereby severally constitute and appoint John E. Jones,
George L. Schueppert, and Buel T. Adams, and each of them, agent
and attorney-in-fact, with full power of substitution and
resubstitution for them and in their names, place and stead, to
sign for us, and in our names in the capacities indicated below,
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as each of us might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

  Witness our hands on the date set forth below.
                         __________________________

  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated below on May 11, 1995.

  Signature                        Title

         /S/ John E. Jones         Chairman of the Board,
  John E. Jones                    President and Chief
                                   Executive Officer
                                   (Principal Executive
                                   Officer)

          /S/ Lewis E. Akin        Executive Vice President
  Lewis E. Akin                    and Director 

       /S/ Wiley N. Caldwell       Director 
  Wiley N. Caldwell

         /S/ E. Hubert Clark, Jr.  Director
  E. Hubert Clark, Jr.

        /S/ Robert J. Daniels      Executive Vice President
  Robert J. Daniels                and Director
 
        /S/ Robert J. Day          Director
 Robert J. Day

        /S/ John T. Horton         Director
  John T. Horton

        /S/ Gary E. MacDougal      Director
  Gary E. MacDougal

        /S/ Stephanie Pace Marshall  Director
  Stephanie Pace Marshall


        /S/ Edward J. Mooney       Director
  Edward J. Mooney

                                   Director
  John F. Riordan

        /S/ Robert T. Stewart      Director
  Robert T. Stewart

        /S/ George L. Schueppert      Executive Vice President
  George L. Schueppert             -Finance and Director
                                   (Principal Financial
                                   Officer)

        /S/ Alan J. Schneider      Vice President and
  Alan J. Schneider                Controller
                                   (Principal Accounting
                                   Officer)
 
        /S/ Robert G. Wallace      Director
  Robert G. Wallace
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16304}]
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As filed with the Securities and Exchange Commission on May 16,
1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  
CBI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

Delaware                                36-3009343
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification No.)

800 Jorie Boulevard 
Oak Brook, Illinois 60521-2268
(Address of Principal Executive Offices)

CBI INDUSTRIES INC. 1995 STOCK OPTION PLAN
(Full title of the Plan)

Charles O. Ziemer, Esq.
Senior Vice President and General Counsel
800 Jorie Boulevard 
Oak Brook, Illinois 60521-2268
(708) 572-7000
(Name, address and telephone number 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 (1)     Fee (1)

Common Stock, par  1,700,000       $25.75       $43,775,000   $15,094.83
value $2.50 per 
share

(1)      In accordance with Rule 457 calculated on the basis of the
average of the high ($25.875) and low ($25.625) prices for the
Common Stock on the New York Stock Exchange Composite tape on May
15, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  DOCUMENTS INCORPORATED BY REFERENCE

         The following documents filed by the Company with the
Commission (File No. 1-7833) are incorporated by reference in the
registration statement: (i) Annual Report on Form 10-K for the
fiscal year  ended December 31, 1994, together with the reports of
independent public accountants which includes an explanatory
paragraph that describes changes in accounting principles with
respect to the methods of accounting for income taxes and for
postretirement benefits other than pensions, (ii) Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995, (iii) the
description of the Common Stock as set forth in Item 1 of the
Company's Registration Statement on Form 8-A filed with the
Commission on April 20,1979, and (iv) the description of preferred
stock purchase rights as set forth in Item 1 of the Company's
Amendment No. 1 to Registration Statement on Form 8-A filed with
the Commission on August 8, 1989, Amendment No. 2 to Registration
Statement on Form 8-A filed with the Commission on December 21,
1994 and Amendment No. 3 to Registration Statement on Form 8-A
filed with the Commission on April 21, 1995.

      All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-
effective amendment to the registration statement which indicates
that all of the shares of Common Stock offered have been sold or
which deregisters all of the shares then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part
hereof from the date of filing such documents. Any statement
contained herein or 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
statement.  Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.

Item 4.  DESCRIPTION OF SECURITIES

           Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the Securities offered hereby will be
passed upon for the Company by Charles O. Ziemer, Esq., General
Counsel of the Company.  As of May 11, 1995, Mr. Ziemer
beneficially owned 31,295 shares of Common Stock and had options to
purchase 56,200 shares of Common Stock.
    
Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Reference is made to Section 145 of the General Corporation
Law of the State of Delaware which provides generally that a person
sued as a director, officer, employee or agent of a corporation may
be indemnified by the corporation in non-derivative suits for
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation.  In the case of criminal actions and
proceedings such person must also have had no reasonable cause to
believe his conduct was unlawful.  Indemnification of expenses is
also authorized in stockholder derivative actions provided such
person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation
and so long as he had not been found liable to the corporation. 
Even in this latter instance, the court may determine that in view
of all the circumstances such person is entitled to indemnification
for such expenses as the court deems proper.  A person sued as a
director, officer, employee or agent of a corporation who has been
successful in defense of the action must be indemnified by the
corporation against expenses.  A corporation may amend its
certificate of incorporation to eliminate or limit personal
liability of a director to the corporation or its stockholders for
monetary damages for breach of the director's fiduciary duty of
care, although such an amendment may not eliminate the liability of
a director for breaching his duty of loyalty, failing to act in
good faith, engaging in intentional misconduct or knowingly
violating a law, declaring an illegal dividend or approving an
illegal stock repurchase, or obtaining an improper personal
benefit.

      Article Sixteenth of the Company's Certificate of
Incorporation eliminates director liability to the extent described
in the preceding sentence.  Article VIII of the Company's By-Laws
permits indemnification of directors and officers of the Company to
the fullest extent permitted by the Delaware General Corporation
Law, and provides that expenses incurred by a director or officer
in defending certain suits or proceedings may be conditionally paid
by the Company in advance of the final disposition of such actions.

      The Company has provided liability insurance for each
director and officer for certain losses arising from claims or
charges made against them while acting in their capacities of
directors or officers of the Company.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED

          Not applicable.

Item 8.  EXHIBITS

(4)(a)  -- CBI Industries Inc. 1995 Stock Option Plan

   (b)  -- Restated Certificate of Incorporation of the Company   
           (filed as Exhibit 3 to the Company's Form 10-Q 
           Quarterly Report dated November 10, 1994 (Commission   
           File No. 1-7833) and incorporated herein by 
           reference).

   (c)  -- By-laws, as amended (filed as Exhibit 3(b) to the
           Company's Form 10-Q Quarterly Report dated
           May 13, 1994 (Commission File No. 1-7833)
           and incorporated by reference herein).

   (d)  -- Amendment and Restatement dated as of August 8, 1989
           of a Rights Agreement dated as of March 4, 1986 
           between the Company and First Chicago Trust Company,
           as Rights Agent (the "Rights Agreement"), as amended,  
             filed as exhibit (1) to the Company's Current Report
           on Form 8-K dated August 8, 1989 (Commission File No.  
           1-7833) and incorporated herein by reference).

   (e)  -- Amendment dated as of December 20, 1994 to the Rights  
            Agreement filed as exhibit (1) to the Company's Current 
           Report on Form 8-K dated December 21, 1994 (Commission 
            File No. 1-7833) and incorporated herein by reference).

   (f)  -- Amendment dated as of March 8, 1995 to the Rights      
            Agreement filed as exhibit (1) to the Company's Current 
           Report on Form 8-K dated April 21, 1995 (Commission 
            File No. 1-7833) and incorporated herein by reference).

(5)   -- Opinion of Charles O. Ziemer, Senior Vice President and
         General Counsel of CBI Industries, Inc.

(23)(a) -- Consent of Arthur Andersen & Co.
 
    (b) -- Consent of Charles O. Ziemer (contained in, and
           incorporated herein by reference to, Exhibit 5)

(24)  -- Power of Attorney (included under the caption entitled
         "Power of Attorney" in Part II of this Registration
         Statement).

Item 9.  UNDERTAKINGS.

  The undersigned registrant hereby undertakes as follows:

  (a)(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 undertakings (i) and (ii) do not
      apply if the information required to be included in a post-
      effective amendment is contained in periodic reports filed
      by the Registrant pursuant to Sections 13 or 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) 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 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.

  (h)  Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the provisions described in Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. 
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the Village of Oak Brook, State of Illinois on May 11, 1995.

                             CBI INDUSTRIES, INC.

                             By:  /S/ John E. Jones       
                                   John E. Jones,
                                   Chairman of the Board,
                                   President and Chief
                                   Executive Officer
    
POWER OF ATTORNEY

  We, the undersigned officers and directors of CBI Industries,
Inc., hereby severally constitute and appoint John E. Jones,
George L. Schueppert, and Buel T. Adams, and each of them, agent
and attorney-in-fact, with full power of substitution and
resubstitution for them and in their names, place and stead, to
sign for us, and in our names in the capacities indicated below,
any and all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as each of us might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

  Witness our hands on the date set forth below.
                         __________________________

  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated below on May 11, 1995.

  Signature                        Title

         /S/ John E. Jones         Chairman of the Board,
  John E. Jones                    President and Chief
                                   Executive Officer
                                   (Principal Executive
                                   Officer)

          /S/ Lewis E. Akin        Executive Vice President
  Lewis E. Akin                    and Director 

       /S/ Wiley N. Caldwell       Director 
  Wiley N. Caldwell

         /S/ E. Hubert Clark, Jr.  Director
  E. Hubert Clark, Jr.

        /S/ Robert J. Daniels      Executive Vice President
  Robert J. Daniels                and Director
 
        /S/ Robert J. Day          Director
 Robert J. Day

        /S/ John T. Horton         Director
  John T. Horton

        /S/ Gary E. MacDougal      Director
  Gary E. MacDougal

        /S/ Stephanie Pace Marshall  Director
  Stephanie Pace Marshall

        /S/ Edward J. Mooney       Director
  Edward J. Mooney

                                   Director
  John F. Riordan

        /S/ Robert T. Stewart      Director
  Robert T. Stewart

        /S/ George L. Schueppert      Executive Vice President
  George L. Schueppert             -Finance and Director
                                   (Principal Financial
                                   Officer)

        /S/ Alan J. Schneider      Vice President and
  Alan J. Schneider                Controller
                                   (Principal Accounting
                                   Officer)
 
        /S/ Robert G. Wallace      Director
  Robert G. Wallace