<PAGE>
As filed with the Securities and Exchange Commission on September 10, 2001
                                               Registration No. 333-_______
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                            ___________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

                                AIRGAS, INC.
          ______________________________________________________
          (Exact name of registrant as specified in its charter)

       Delaware                                      56-0732648
_______________________________         _______________________________________
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania                                    19087-5283
________________________________________               ____________
(Address of Principal Executive Offices)                (Zip Code)

                     2001 EMPLOYEE STOCK PURCHASE PLAN
                 ________________________________________
                         (Full Title of the Plan)

                          TODD R. CRAUN, ESQUIRE
                               AIRGAS, INC.
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 100
                      Radnor, Pennsylvania 19087-5283
                  _______________________________________
                  (Name and address of agent for service)

                              (610) 687-5253
       _____________________________________________________________
       (Telephone number, including area code, of agent for service)
                             _________________

                                Copies to:
                        NANCY D. WEISBERG, ESQUIRE
                        McCAUSLAND, KEEN & BUCKMAN
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 160
              Radnor, Pennsylvania 19087      (610) 341-1000

                                    1
<PAGE>
<TABLE>
<CAPTION>
                    CALCULATION OF REGISTRATION FEE


   Title of        Amount to   Proposed Maximum   Proposed Maximum       Amount of
Securities to         be        Offering Price       Aggregate          Registration
be Registered     Registered     Per Unit (2)      Offering Price (2)       Fee
---------------   ----------   ----------------   -------------------   ------------
<S>               <C>               <C>               <C>                  <C>
Common Stock,
par value $0.01
per share         1,500,000 (1)     $13.55            $20,325,000          $5,082


     (1)  In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, this registration statement
          also covers an indeterminate amount of interests to be
          offered or sold pursuant to the employee benefit plan
          described herein.

     (2)  Estimated solely for the purpose of calculating the
          registration fee under Section 457(h) based upon the
          average of the low and high prices of Registrant's
          Common Stock on September 7, 2001 on the New York Stock
          Exchange.
</TABLE>
                                   2
<PAGE>

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this registration statement:

          (a)  The Company's annual report on Form 10-K for the
fiscal year ended March 31, 2001, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "1934 Act");

          (b)  The Company's quarterly report on Form 10-Q for
the quarter ended June 30, 2001.

          (c)  The Company's current reports on Form 8-K dated
May 11, 2001, July 13, 2001, July 17, 2001 and July 25, 2001.

          (d)  All other reports filed pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the Company's fiscal
year ended March 31, 2001; and

          (e)  The description of the Company's Common Stock
contained in Item 1 of the Company's registration statement on
Form 8-A filed under the 1934 Act on December 19, 1986.

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


Item 4.   Description of Securities.

     Not applicable.


Item 5.   Interests of Named Experts and Counsel.

     As of September 1, 2001, certain attorneys with McCausland,
Keen & Buckman, counsel for the Registrant, beneficially owned
34,600 shares of the Registrant's Common Stock.

                                   3
<PAGE>

Item 6.   Indemnification of Directors and Officers.

     The Delaware General Corporation Law permits the
indemnification by a Delaware corporation of its directors,
officers, employees, and other agents 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 derivative actions which are by or in
the right of the corporation) if they acted in good faith and in
a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was illegal.  A similar standard of care is
applicable in the case of derivative actions, except the
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
an action and requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation.

     The Company's certificate of incorporation provides that
each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Company (or was serving at
the request of the Company as a director, officer, employee or
agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent
authorized or permitted by Delaware law.  The certificate also
provides that the Company may purchase and maintain insurance and
may also create a trust fund, grant a security interest and/or
use other means (including establishing letters of credit, surety
bonds and other similar arrangements) and may enter into
contracts providing for indemnification, to ensure full payment
of indemnifiable amounts.


Item 7.   Exemption From Registration Claimed.

     None.


Item 8.   Exhibits.

          * 4      2001 Employee Stock Purchase Plan.

          * 5      Opinion of McCausland, Keen & Buckman.

          * 23.1   Consent of KPMG LLP (included in Part II of the
                    Registration Statement).

          * 23.2   Consent of McCausland, Keen & Buckman (included
                    in Exhibit 5).

          * 24     Power of Attorney (see signature page in Part II
                   of the Registration Statement).

          *   Filed herewith.

                                   4
<PAGE>

Item 9.   Undertakings.

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

               (iii)  to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, 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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

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

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

                                   5
<PAGE>

     (4)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-
F at the start of any delayed offering or throughout a continuous
offering.  Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required
pursuant to this paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least
as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by
Section 10(a)(3) of the Act or Rule 3-19 of Regulation S-X if
such financial statements and information are contained in
periodic reports filed with or furnished to the Commission 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 Form F-3.


     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.


     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.

                                   6
<PAGE>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Delaware County, Pennsylvania, on the 10th day of September, 2001.


                                        AIRGAS, INC.


                                   By: /S/ PETER McCAUSLAND
                                   ----------------------------
                                   Peter McCausland
                                   Director, Chairman of the Board and
                                   Chief Executive Officer


                                   By: /S/ ROGER F. MILLAY
                                   ----------------------------
                                   Roger F. Millay
                                   Senior Vice President - Finance and
                                   Chief Financial Officer
                                   (Principal Financial Officer)


                                   By: /S/ ROBERT M. McLAUGHLIN
                                   ----------------------------
                                   Robert M. McLaughlin
                                   Vice President and Controller
                                   (Principal Accounting Officer)


                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Peter
McCausland, Todd R. Craun and Roger F. Millay, and each or any of
them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.

<PAGE>

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

     Signature                Title               Date
     ---------                -----               ----

/S/W. THACHER BROWN
--------------------
W. Thacher Brown              Director            September 10, 2001



--------------------
Frank B. Foster, III          Director            September   , 2001


/S/JAMES W. HOVEY
--------------------
James W. Hovey                Director            September 10, 2001


/S/JOHN A. H. SHOBER
--------------------
John A. H. Shober             Director            September 10, 2001


/S/PAULA A. SNEED
--------------------
Paula A. Sneed                Director            September 10, 2001


/S/DAVID M. STOUT
--------------------
David M. Stout                Director            September 10, 2001


/S/LEE M. THOMAS
--------------------
Lee M. Thomas                 Director            September 10, 2001


/S/ROBERT L. YOHE
--------------------
Robert L. Yohe                Director            September 10, 2001
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{"company-data": {"conformed-name": "AIRGAS INC", "cik": "0000804212", "assigned-sic": "5160", "irs-number": "560732648", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69214", "film-number": "1734622"}, "business-address": {"street1": "259 N. RADNOR-CHESTER ROAD", "street2": "SUITE 100", "city": "RADNOR", "state": "PA", "zip": "19087", "phone": "6106875253"}, "mail-address": {"street1": "259 N. RADNOR-CHESTER ROAD", "street2": "SUITE 100", "city": "RADNOR", "state": "PA", "zip": "19087"}}
As filed with the Securities and Exchange Commission on September 10, 2001
                                               Registration No. 333-_______
                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                            ___________________

                                 FORM S-8

                          REGISTRATION STATEMENT
                                   Under
                        THE SECURITIES ACT OF 1933

                                AIRGAS, INC.
          ______________________________________________________
          (Exact name of registrant as specified in its charter)

       Delaware                                      56-0732648
_______________________________         _______________________________________
(State or other jurisdiction of         (I.R.S. Employer Identification Number)
incorporation or organization)

259 North Radnor-Chester Road, Suite 100
Radnor, Pennsylvania                                    19087-5283
________________________________________               ____________
(Address of Principal Executive Offices)                (Zip Code)

                     2001 EMPLOYEE STOCK PURCHASE PLAN
                 ________________________________________
                         (Full Title of the Plan)

                          TODD R. CRAUN, ESQUIRE
                               AIRGAS, INC.
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 100
                      Radnor, Pennsylvania 19087-5283
                  _______________________________________
                  (Name and address of agent for service)

                              (610) 687-5253
       _____________________________________________________________
       (Telephone number, including area code, of agent for service)
                             _________________

                                Copies to:
                        NANCY D. WEISBERG, ESQUIRE
                        McCAUSLAND, KEEN & BUCKMAN
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 160
              Radnor, Pennsylvania 19087      (610) 341-1000

                                    1
CALCULATION OF REGISTRATION FEE

   Title of        Amount to   Proposed Maximum   Proposed Maximum       Amount of
Securities to         be        Offering Price       Aggregate          Registration
be Registered     Registered     Per Unit (2)      Offering Price (2)       Fee
---------------   ----------   ----------------   -------------------   ------------
Common Stock,
par value $0.01
per share         1,500,000 (1)     $13.55            $20,325,000          $5,082

     (1)  In addition, pursuant to Rule 416(c) under the
          Securities Act of 1933, this registration statement
          also covers an indeterminate amount of interests to be
          offered or sold pursuant to the employee benefit plan
          described herein.

     (2)  Estimated solely for the purpose of calculating the
          registration fee under Section 457(h) based upon the
          average of the low and high prices of Registrant's
          Common Stock on September 7, 2001 on the New York Stock
          Exchange.
2
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this registration statement:

          (a)  The Company's annual report on Form 10-K for the
fiscal year ended March 31, 2001, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934 (the "1934 Act");

          (b)  The Company's quarterly report on Form 10-Q for
the quarter ended June 30, 2001.

          (c)  The Company's current reports on Form 8-K dated
May 11, 2001, July 13, 2001, July 17, 2001 and July 25, 2001.

          (d)  All other reports filed pursuant to Section 13(a)
or 15(d) of the 1934 Act since the end of the Company's fiscal
year ended March 31, 2001; and

          (e)  The description of the Company's Common Stock
contained in Item 1 of the Company's registration statement on
Form 8-A filed under the 1934 Act on December 19, 1986.

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

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     As of September 1, 2001, certain attorneys with McCausland,
Keen & Buckman, counsel for the Registrant, beneficially owned
34,600 shares of the Registrant's Common Stock.

                                   3
Item 6.   Indemnification of Directors and Officers.

     The Delaware General Corporation Law permits the
indemnification by a Delaware corporation of its directors,
officers, employees, and other agents 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 derivative actions which are by or in
the right of the corporation) if they acted in good faith and in
a manner they reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
their conduct was illegal.  A similar standard of care is
applicable in the case of derivative actions, except the
indemnification only extends to expenses (including attorneys'
fees) incurred in connection with defense or settlement of such
an action and requires court approval before there can be any
indemnification where the person seeking indemnification has been
found liable to the corporation.

     The Company's certificate of incorporation provides that
each person who was or is made a party to, or is involved in, any
action, suit or proceeding by reason of the fact that he or she
is or was a director or officer of the Company (or was serving at
the request of the Company as a director, officer, employee or
agent for another entity) while serving in such capacity will be
indemnified and held harmless by the Company to the full extent
authorized or permitted by Delaware law.  The certificate also
provides that the Company may purchase and maintain insurance and
may also create a trust fund, grant a security interest and/or
use other means (including establishing letters of credit, surety
bonds and other similar arrangements) and may enter into
contracts providing for indemnification, to ensure full payment
of indemnifiable amounts.

Item 7.   Exemption From Registration Claimed.

     None.

Item 8.   Exhibits.

          * 4      2001 Employee Stock Purchase Plan.

          * 5      Opinion of McCausland, Keen & Buckman.

          * 23.1   Consent of KPMG LLP (included in Part II of the
                    Registration Statement).

          * 23.2   Consent of McCausland, Keen & Buckman (included
                    in Exhibit 5).

          * 24     Power of Attorney (see signature page in Part II
                   of the Registration Statement).

          *   Filed herewith.

                                   4
Item 9.   Undertakings.

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

               (iii)  to include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;

     Provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, 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 with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.

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

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

                                   5
(4)  If the registrant is a foreign private issuer, to
file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-
F at the start of any delayed offering or throughout a continuous
offering.  Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means
of a post-effective amendment, financial statements required
pursuant to this paragraph (4) and other information necessary to
ensure that all other information in the prospectus is at least
as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by
Section 10(a)(3) of the Act or Rule 3-19 of Regulation S-X if
such financial statements and information are contained in
periodic reports filed with or furnished to the Commission 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 Form F-3.

     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.

     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.

                                   6
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
Delaware County, Pennsylvania, on the 10th day of September, 2001.

                                        AIRGAS, INC.

                                   By: /S/ PETER McCAUSLAND
                                   ----------------------------
                                   Peter McCausland
                                   Director, Chairman of the Board and
                                   Chief Executive Officer

                                   By: /S/ ROGER F. MILLAY
                                   ----------------------------
                                   Roger F. Millay
                                   Senior Vice President - Finance and
                                   Chief Financial Officer
                                   (Principal Financial Officer)

                                   By: /S/ ROBERT M. McLAUGHLIN
                                   ----------------------------
                                   Robert M. McLaughlin
                                   Vice President and Controller
                                   (Principal Accounting Officer)

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints Peter
McCausland, Todd R. Craun and Roger F. Millay, and each or any of
them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign 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 and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their, his or her substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated:

     Signature                Title               Date
     ---------                -----               ----

/S/W. THACHER BROWN
--------------------
W. Thacher Brown              Director            September 10, 2001

--------------------
Frank B. Foster, III          Director            September   , 2001

/S/JAMES W. HOVEY
--------------------
James W. Hovey                Director            September 10, 2001

/S/JOHN A. H. SHOBER
--------------------
John A. H. Shober             Director            September 10, 2001

/S/PAULA A. SNEED
--------------------
Paula A. Sneed                Director            September 10, 2001

/S/DAVID M. STOUT
--------------------
David M. Stout                Director            September 10, 2001

/S/LEE M. THOMAS
--------------------
Lee M. Thomas                 Director            September 10, 2001

/S/ROBERT L. YOHE
--------------------
Robert L. Yohe                Director            September 10, 2001