<PAGE> 1

    As filed with the Securities and Exchange Commission on August 7, 1998
                              Registration No. 333-_______

                                 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 19087-5240
                 (Address of Principal Executive Offices)

                     1998 EMPLOYEE STOCK PURCHASE PLAN
                         (Full Title of the Plans)

                          TODD R. CRAUN, ESQUIRE
                               AIRGAS, INC.
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 100
                      Radnor, Pennsylvania 19087-5240
                  (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 19087-5240
                              (610) 341-1000

                      CALCULATION OF REGISTRATION FEE
                                Amount          Proposed          Amount of
     Title of Securities        To be        Maximum Aggregate    Registration
     To be Registered           Registered   Offering Price (1)     Fee
     __________________         ___________  __________________   ____________
      Common Stock, par
        value $.01 per share    3,000,000(2)    $38,625,000         $11,395
          ___________________

  (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 August 6, 1998 on the New York Stock Exchange.
  <PAGE> 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, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The Company's current report on Form 8-K dated July 31, 1998;

     (c)  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, 1998;
and

     (d)  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.

     Certain attorneys of McCausland, Keen & Buckman, counsel for the
Registrant, beneficially own, in the aggregate, 25,828 shares of the
Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers.

     The Registrant's Amended and Restated Certificate of Incorporation
includes a provision limiting the liability of its directors and officers
and its stockholders, to the maximum extent permitted by law, for money
damages except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit.










<PAGE> 3

     Section 145 of the General Corporation Law of the State of Delaware,
as amended (the "GCL"), provides that under certain circumstances a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person 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 such person's conduct was
unlawful.

     The directors and officers of the Registrant are insured under
policies of insurance maintained by the Registrant, subject to the limits
of the policies, against certain losses arising from any claim made against
them by reason of being or having been such directors or officers.  In
addition, the Registrant has entered into contracts with all of its
directors providing for indemnification of such persons by the Registrant
to the full extent authorized or permitted by law, subject to certain
limited exceptions.

Item 7.   Exemption From Registration Claimed.

     None.

Item 8.   Exhibits.

            4       1998 Employee Stock Purchase Plan.

          * 5       Opinion of McCausland, Keen & Buckman.

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

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

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

          *   Filed herewith.

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
<PAGE> 4

          (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 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed 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
herein, 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.

     (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 Rule 3-19 of Regulation S-X 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 (a)(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 herein, 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.
<PAGE> 5
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Delaware County, Pennsylvania, on the 7th day
of August, 1998

                              AIRGAS, INC.

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


                              By: /S/ SCOTT M. MELMAN
                              _______________________________
                              SCOTT M. MELMAN
                              Vice President & Chief Financial Officer
                              (Principal Financial Officer)



                              By: /S/JEFFREY P. CORNWELL
                              _________________________________
                              Jeffrey P. Cornwell
                              Assistant Vice President and Corporate 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
Scott M. Melman, 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> 6

     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                 August 7, 1998


/S/FRANK B. FOSTER, III
_______________________
Frank B. Foster, III               Director                 August 7, 1998


/S/ROBERT E. NAYLOR
_______________________
Robert E. Naylor                   Director                 August 7, 1998


/S/ROBERT L. YOHE
_______________________
Robert L. Yohe                     Director                 August 7, 1998


/S/JOHN A. H. SHOBER
_______________________
John A. H. Shober                  Director                 August 7, 1998


/S/MERRIL L. STOTT
_______________________
Merril L. Stott                    Director                 August 7, 1998


/S/ARGERIS N. KARABELAS
_______________________
Argeris N. Karabelas               Director                 August 7, 1998


/S/RAJIV L. GUPTA
_______________________
Rajiv L. Gupta                     Director                 August 7, 1998
[{"type": "S-8", "sequence": "1", "description": "1998 EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 16232}]
{"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": "333-60999", "film-number": "98679835"}, "business-address": {"street1": "259 RADNOR-CHESETER ROAD", "street2": "SUITE 100", "city": "RADNOR", "state": "PA", "zip": "19087", "phone": "6106875253"}, "mail-address": {"street1": "259 RADNOR-CHESTER ROAD", "street2": "SUITE 100", "city": "RADNOR", "state": "PA", "zip": "19087"}}
1

    As filed with the Securities and Exchange Commission on August 7, 1998
                              Registration No. 333-_______

                                 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 19087-5240
                 (Address of Principal Executive Offices)

                     1998 EMPLOYEE STOCK PURCHASE PLAN
                         (Full Title of the Plans)

                          TODD R. CRAUN, ESQUIRE
                               AIRGAS, INC.
                               Radnor Court
                 259 North Radnor-Chester Road, Suite 100
                      Radnor, Pennsylvania 19087-5240
                  (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 19087-5240
                              (610) 341-1000

                      CALCULATION OF REGISTRATION FEE
                                Amount          Proposed          Amount of
     Title of Securities        To be        Maximum Aggregate    Registration
     To be Registered           Registered   Offering Price (1)     Fee
     __________________         ___________  __________________   ____________
      Common Stock, par
        value $.01 per share    3,000,000(2)    $38,625,000         $11,395
          ___________________

  (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 August 6, 1998 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, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934 (the "1934 Act");

     (b)  The Company's current report on Form 8-K dated July 31, 1998;

     (c)  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, 1998;
and

     (d)  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.

     Certain attorneys of McCausland, Keen & Buckman, counsel for the
Registrant, beneficially own, in the aggregate, 25,828 shares of the
Registrant's Common Stock.

Item 6.   Indemnification of Directors and Officers.

     The Registrant's Amended and Restated Certificate of Incorporation
includes a provision limiting the liability of its directors and officers
and its stockholders, to the maximum extent permitted by law, for money
damages except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the GCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
3

     Section 145 of the General Corporation Law of the State of Delaware,
as amended (the "GCL"), provides that under certain circumstances a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director, officer, employee
or agent of the corporation or is or was serving at its request in such
capacity in another corporation or business association, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding if such person acted in good faith and
in a manner such person 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 such person's conduct was
unlawful.

     The directors and officers of the Registrant are insured under
policies of insurance maintained by the Registrant, subject to the limits
of the policies, against certain losses arising from any claim made against
them by reason of being or having been such directors or officers.  In
addition, the Registrant has entered into contracts with all of its
directors providing for indemnification of such persons by the Registrant
to the full extent authorized or permitted by law, subject to certain
limited exceptions.

Item 7.   Exemption From Registration Claimed.

     None.

Item 8.   Exhibits.

            4       1998 Employee Stock Purchase Plan.

          * 5       Opinion of McCausland, Keen & Buckman.

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

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

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

          *   Filed herewith.

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
4

          (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 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed 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
herein, 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.

     (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 Rule 3-19 of Regulation S-X 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 (a)(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 herein, 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.
5
                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Delaware County, Pennsylvania, on the 7th day
of August, 1998

                              AIRGAS, INC.

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

                              By: /S/ SCOTT M. MELMAN
                              _______________________________
                              SCOTT M. MELMAN
                              Vice President & Chief Financial Officer
                              (Principal Financial Officer)

                              By: /S/JEFFREY P. CORNWELL
                              _________________________________
                              Jeffrey P. Cornwell
                              Assistant Vice President and Corporate 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
Scott M. Melman, 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.
6

     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                 August 7, 1998

/S/FRANK B. FOSTER, III
_______________________
Frank B. Foster, III               Director                 August 7, 1998

/S/ROBERT E. NAYLOR
_______________________
Robert E. Naylor                   Director                 August 7, 1998

/S/ROBERT L. YOHE
_______________________
Robert L. Yohe                     Director                 August 7, 1998

/S/JOHN A. H. SHOBER
_______________________
John A. H. Shober                  Director                 August 7, 1998

/S/MERRIL L. STOTT
_______________________
Merril L. Stott                    Director                 August 7, 1998

/S/ARGERIS N. KARABELAS
_______________________
Argeris N. Karabelas               Director                 August 7, 1998

/S/RAJIV L. GUPTA
_______________________
Rajiv L. Gupta                     Director                 August 7, 1998