10
                                  Registration Statement No. 33-_____________


                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        __________________________

                                 FORM S-8
          Registration Statement Under the Securities Act of 1933
                        __________________________

                       Providence Energy Corporation
            (Exact name of issuer as specified in its charter)

        RHODE ISLAND                          05-0389170
 (State or other jurisdic-                   (I.R.S. Employer
  tion of incorporation)                     Identification No.)

                           100 Weybosset Street
                      Providence, Rhode Island 02903
                                       (401) 272-5040
            (Address, including zip code, and telephone number,
     including area code, of registrant's principal executive office)

                       Providence Energy Corporation
                      Restricted Stock Incentive Plan
                         (Full Title of the Plan)

                            Gary S. Gillheeney
                       Providence Energy Corporation
                           100 Weybosset Street
                      Providence, Rhode Island 02903
                                         (401) 272-5040
         (Name, address, including zip code, and telephone number,
           including area code, of agent for service of process)

                                 Copy to:
                            Margaret D. Farrell
                         Hinckley, Allen & Snyder
                             1500 Fleet Center
                      Providence, Rhode Island 02903
                              (401) 274-2000
                           ____________________

    If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box.
[ x ]

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

                                  Exhibit Index on Page 9
                                  Page 1 of 12 pages


                      CALCULATION OF REGISTRATION FEE



  Title of
Each Class of                    Proposed         Proposed
 Securities       Amount         Maximum          Maximum          Amount
of
    to be          to be      Offering Price      Aggregate        Registra-
 Registered     Registered      Per Share(*)     Offering Price    tion Fee
                                                                           



Common Stock
(par value
    $1.00)            60,000 shs.     $17.69          $1,061,400    $366.00

                                                                           

(*)    Computed pursuant to Rule 457(h) solely for the purpose of
       determining the registration fee, based on the average of the high
       and low prices of the Registrant's Common Stock as reported by the
       American Stock Exchange on May 14, 1996.

                                  PART II

                INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

    The following documents heretofore filed by Providence
Energy Corporation (the "Registrant") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:

    (a)  The Registrant's latest annual report filed on Form 10-
K;

    (b)  All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above; and

    (c)  The description of the Registrant's common stock
contained in the Registrant's Registration Statement filed under
Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.

    All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
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.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 1.1-4.1 of the Rhode Island Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

    The Company's articles of incorporation and by-laws provide
for indemnification of directors and officers of the Company for
loss and expenses (including attorneys' fees) incurred in
connection with any claim made against the director or officer
by reason of any breach of duty, neglect, error, misstatement,
misleading statement, omission or any other act wrongfully done
or attempted by the director or officer alleged by any claimant
and except for claims (i) for any breach of the director's or
officer's duty of loyalty to the Company or its shareholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for
liability imposed upon a director or officer pursuant to the
provisions of Section 1.1-43 of the Rhode Island Business
Corporation Act; (iv) for any transaction from which the
director or officer derived an improper personal benefit; or (v)
for an accounting or profits in fact made from the purchase or
sale by the director or officer of the securities of the Company
within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended.

    In addition to the authority conferred upon the Company as
provided above, the articles provide that the Board of Directors
may authorize agreements to be entered into with each director
to provide that the Company shall pay, on behalf of the director
with whom the same is entered into, certain losses or expenses
arising from claims made against the director in his capacity as
a director of the Company by reason of any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted.  The articles further
provide that any agreement so authorized may provide for the
advancement of expenses to a director prior to the final
disposition of any action, suit or proceeding involving such
director and based on the alleged commission by the director of
any such breach of duty or other act wrongfully done or
attempted subject to an undertaking by the director to repay the
same to the Company if the act involves a claim for which
indemnification is not permitted under the articles and the
final disposition of the action results in an adjudication
adverse to the director.

    The articles provide that any such agreement may not provide
for the indemnification of a director, or for the reimbursement
of a director, in connection with any claim (1) for any breach
of the director's duty of loyalty to the Company or its
shareholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of
law, (3) for profits under Section 16(b) of the Securities
Exchange Act of 1934, as amended, or (4) for improper personal
benefit (unless the transaction is permitted by the Rhode Island
Business Corporation Act).

    The Company has entered into agreements with each of its
directors providing for indemnification and reimbursement to the
full extent permitted by the articles.

    The Company has director and officer liability insurance
that insures directors and officers, and will provide for
payment to the Corporation of costs incurred by it in
indemnifying its directors and officers.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed 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.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

           (i)   To include any prospectus required by Section
      10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or
      events arising after the effective date of this
      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 this Registration Statement (or
      the most recent post-effective amendment thereof); and

           (iii) To include any material information with
      respect to the plan of distribution not previously
      disclosed in this Registration Statement or any material
      change to such information in this  Registration
      Statement;

           provided, however, that paragraphs (i) and (ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this 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)  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 Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
    (c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year that is
incorporated by reference in this Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and where interim financial
information required to be presented by Article 3 of Regulation
S-X is not set forth in this Prospectus, to deliver or cause to
be delivered to each person to whom this Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in this Prospectus to provide such
interim financial information.

    (d)  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 6, 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 Securities 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 of whether such indemnification by
itself is against public policy as expressed in the Securities
Act of 1933 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 20th day of May, 1996.
                                            PROVIDENCE ENERGY CORPORATION


                                            By:/s/ Gary S. Gillheeney
                                               Gary S. Gillheeney, Senior
Vice
                                               President, Treasurer and
Chief
                                               Financial Officer

    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 dates indicated.

    Signature               Title                                Date

                   *                                          Chairman of
the Board,                  May 20, 1996
James H. Dodge              Chief Executive Officer,
                             President and Director

/s/ Gary S. Gillheeney                                        Senior Vice
President, Treasurer        May 20, 1996
Gary S. Gillheeney          and Chief Financial Officer

                       *                                        DirectorMay
                                                                  20, 1 996
Gilbert R. Bodell, Jr.

                       *                                        DirectorMay
                                                                  20, 1 996
John H. Howland

                       *                                        DirectorMay
                                                                  20, 1 996
Douglas H. Johnson

                       *                                        DirectorMay
                                                                  20, 1 996
Dorothy G. Kramer

                       *                                        DirectorMay
                                                                  20, 1 996
William Kreykes

                       *                                        DirectorMay
                                                                  20, 1 996
Paul F. Levy

                       *                                        DirectorMay
                                                                  20, 1 996
Romolo A. Marsella

                       *                                        DirectorMay
                                                                  20, 1 996
M. Anne Szostak

                       *                                        DirectorMay
                                                                  20, 1 996
Kenneth W. Washburn

                        *                                       DirectorMay
                                                                  20, 1 996
W. Edward Wood

/s/Gary S. Gillheeney
Gary S. Gillheeney
Attorney in Fact
                               EXHIBIT INDEX

                                                   SEQUENTIALLY
EXHIBIT                                              NUMBERED
NUMBER                  EXHIBIT                        PAGE

 3.1     Articles of Incorporation of
               the Registrant, as amended
               (filed as an exhibit to the
               Registrant's Form 10Q for the
               quarterly period ended March 31,
               1996 and by this reference
               incorporated herein)                        N/A


 3.2     By-laws of the Registrant (filed
               as an exhibit to the
               Registrant's Form 10Q for the
               quarterly period ended March 31,
               1996 and by this reference
               incorporated herein)                        N/A


   5           Opinion of Hinckley, Allen &
               Snyder                                       11

 23.1    Consent of Arthur Andersen, LLP                    13

 23.2    Consent of Hinckley, Allen &
               Snyder (included in Opinion
               filed as Exhibit 5)                         N/A

 24            Power of Attorney                            14


WP:PAR:PE025218 .AA1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18273}]
{"company-data": {"conformed-name": "PROVIDENCE ENERGY CORP", "cik": "0000319651", "assigned-sic": "4924", "irs-number": "050389170", "state-of-incorporation": "RI", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04209", "film-number": "96570714"}, "business-address": {"street1": "100 WEYBOSSET ST", "city": "PROVIDENCE", "state": "RI", "zip": "02903", "phone": "4012725010"}, "mail-address": {"street1": "100 WEYBOSSET STREET", "city": "PROVIDENCE", "state": "RI", "zip": "02903"}}
10
                                  Registration Statement No. 33-_____________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                        __________________________

                                 FORM S-8
          Registration Statement Under the Securities Act of 1933
                        __________________________

                       Providence Energy Corporation
            (Exact name of issuer as specified in its charter)

        RHODE ISLAND                          05-0389170
 (State or other jurisdic-                   (I.R.S. Employer
  tion of incorporation)                     Identification No.)

                           100 Weybosset Street
                      Providence, Rhode Island 02903
                                       (401) 272-5040
            (Address, including zip code, and telephone number,
     including area code, of registrant's principal executive office)

                       Providence Energy Corporation
                      Restricted Stock Incentive Plan
                         (Full Title of the Plan)

                            Gary S. Gillheeney
                       Providence Energy Corporation
                           100 Weybosset Street
                      Providence, Rhode Island 02903
                                         (401) 272-5040
         (Name, address, including zip code, and telephone number,
           including area code, of agent for service of process)

                                 Copy to:
                            Margaret D. Farrell
                         Hinckley, Allen & Snyder
                             1500 Fleet Center
                      Providence, Rhode Island 02903
                              (401) 274-2000
                           ____________________

    If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, check the following box.
[ x ]

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

                                  Exhibit Index on Page 9
                                  Page 1 of 12 pages

                      CALCULATION OF REGISTRATION FEE

  Title of
Each Class of                    Proposed         Proposed
 Securities       Amount         Maximum          Maximum          Amount
of
    to be          to be      Offering Price      Aggregate        Registra-
 Registered     Registered      Per Share(*)     Offering Price    tion Fee
                                                                           

Common Stock
(par value
    $1.00)            60,000 shs.     $17.69          $1,061,400    $366.00

                                                                           

(*)    Computed pursuant to Rule 457(h) solely for the purpose of
       determining the registration fee, based on the average of the high
       and low prices of the Registrant's Common Stock as reported by the
       American Stock Exchange on May 14, 1996.

                                  PART II

                INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 3.  Incorporation of Certain Documents by Reference.

    The following documents heretofore filed by Providence
Energy Corporation (the "Registrant") with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended (the "Exchange Act") are incorporated by
reference in this Registration Statement:

    (a)  The Registrant's latest annual report filed on Form 10-
K;

    (b)  All other reports filed by the Registrant pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above; and

    (c)  The description of the Registrant's common stock
contained in the Registrant's Registration Statement filed under
Section 12 of the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.

    All documents subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all of the shares of
Common Stock offered have been sold or which deregisters all of
such shares then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.  Any
statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
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.

    Not applicable.

Item 6.  Indemnification of Directors and Officers.

    Section 1.1-4.1 of the Rhode Island Business Corporation Act
sets forth circumstances under which directors, officers,
employees and agents may be insured or indemnified against
liability which they may incur in their capacities.

    The Company's articles of incorporation and by-laws provide
for indemnification of directors and officers of the Company for
loss and expenses (including attorneys' fees) incurred in
connection with any claim made against the director or officer
by reason of any breach of duty, neglect, error, misstatement,
misleading statement, omission or any other act wrongfully done
or attempted by the director or officer alleged by any claimant
and except for claims (i) for any breach of the director's or
officer's duty of loyalty to the Company or its shareholders;
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; (iii) for
liability imposed upon a director or officer pursuant to the
provisions of Section 1.1-43 of the Rhode Island Business
Corporation Act; (iv) for any transaction from which the
director or officer derived an improper personal benefit; or (v)
for an accounting or profits in fact made from the purchase or
sale by the director or officer of the securities of the Company
within the meaning of Section 16 of the Securities Exchange Act
of 1934, as amended.

    In addition to the authority conferred upon the Company as
provided above, the articles provide that the Board of Directors
may authorize agreements to be entered into with each director
to provide that the Company shall pay, on behalf of the director
with whom the same is entered into, certain losses or expenses
arising from claims made against the director in his capacity as
a director of the Company by reason of any breach of duty,
neglect, error, misstatement, misleading statement, omission or
other act wrongfully done or attempted.  The articles further
provide that any agreement so authorized may provide for the
advancement of expenses to a director prior to the final
disposition of any action, suit or proceeding involving such
director and based on the alleged commission by the director of
any such breach of duty or other act wrongfully done or
attempted subject to an undertaking by the director to repay the
same to the Company if the act involves a claim for which
indemnification is not permitted under the articles and the
final disposition of the action results in an adjudication
adverse to the director.

    The articles provide that any such agreement may not provide
for the indemnification of a director, or for the reimbursement
of a director, in connection with any claim (1) for any breach
of the director's duty of loyalty to the Company or its
shareholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of
law, (3) for profits under Section 16(b) of the Securities
Exchange Act of 1934, as amended, or (4) for improper personal
benefit (unless the transaction is permitted by the Rhode Island
Business Corporation Act).

    The Company has entered into agreements with each of its
directors providing for indemnification and reimbursement to the
full extent permitted by the articles.

    The Company has director and officer liability insurance
that insures directors and officers, and will provide for
payment to the Corporation of costs incurred by it in
indemnifying its directors and officers.

    Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed 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.

Item 7.  Exemption from Registration Claimed.

    Not applicable.

Item 8.  Exhibits.

    A list of the exhibits included as part of this Registration
Statement is set forth in the Exhibit Index which immediately
precedes such exhibits and is hereby incorporated by reference
herein.

Item 9.  Undertakings.

    (a)  The undersigned Registrant hereby undertakes:

       (1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:

           (i)   To include any prospectus required by Section
      10(a)(3) of the Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or
      events arising after the effective date of this
      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 this Registration Statement (or
      the most recent post-effective amendment thereof); and

           (iii) To include any material information with
      respect to the plan of distribution not previously
      disclosed in this Registration Statement or any material
      change to such information in this  Registration
      Statement;

           provided, however, that paragraphs (i) and (ii) shall
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this 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)  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 Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
    (c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the Prospectus, to each person to
whom the Prospectus is sent or given, a copy of the Registrant's
annual report to shareholders for its last fiscal year that is
incorporated by reference in this Prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and where interim financial
information required to be presented by Article 3 of Regulation
S-X is not set forth in this Prospectus, to deliver or cause to
be delivered to each person to whom this Prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in this Prospectus to provide such
interim financial information.

    (d)  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 6, 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 Securities 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 of whether such indemnification by
itself is against public policy as expressed in the Securities
Act of 1933 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 20th day of May, 1996.
                                            PROVIDENCE ENERGY CORPORATION

                                            By:/s/ Gary S. Gillheeney
                                               Gary S. Gillheeney, Senior
Vice
                                               President, Treasurer and
Chief
                                               Financial Officer

    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 dates indicated.

    Signature               Title                                Date

                   *                                          Chairman of
the Board,                  May 20, 1996
James H. Dodge              Chief Executive Officer,
                             President and Director

/s/ Gary S. Gillheeney                                        Senior Vice
President, Treasurer        May 20, 1996
Gary S. Gillheeney          and Chief Financial Officer

                       *                                        DirectorMay
                                                                  20, 1 996
Gilbert R. Bodell, Jr.

                       *                                        DirectorMay
                                                                  20, 1 996
John H. Howland

                       *                                        DirectorMay
                                                                  20, 1 996
Douglas H. Johnson

                       *                                        DirectorMay
                                                                  20, 1 996
Dorothy G. Kramer

                       *                                        DirectorMay
                                                                  20, 1 996
William Kreykes

                       *                                        DirectorMay
                                                                  20, 1 996
Paul F. Levy

                       *                                        DirectorMay
                                                                  20, 1 996
Romolo A. Marsella

                       *                                        DirectorMay
                                                                  20, 1 996
M. Anne Szostak

                       *                                        DirectorMay
                                                                  20, 1 996
Kenneth W. Washburn

                        *                                       DirectorMay
                                                                  20, 1 996
W. Edward Wood

/s/Gary S. Gillheeney
Gary S. Gillheeney
Attorney in Fact
                               EXHIBIT INDEX

                                                   SEQUENTIALLY
EXHIBIT                                              NUMBERED
NUMBER                  EXHIBIT                        PAGE

 3.1     Articles of Incorporation of
               the Registrant, as amended
               (filed as an exhibit to the
               Registrant's Form 10Q for the
               quarterly period ended March 31,
               1996 and by this reference
               incorporated herein)                        N/A

 3.2     By-laws of the Registrant (filed
               as an exhibit to the
               Registrant's Form 10Q for the
               quarterly period ended March 31,
               1996 and by this reference
               incorporated herein)                        N/A

   5           Opinion of Hinckley, Allen &
               Snyder                                       11

 23.1    Consent of Arthur Andersen, LLP                    13

 23.2    Consent of Hinckley, Allen &
               Snyder (included in Opinion
               filed as Exhibit 5)                         N/A

 24            Power of Attorney                            14

WP:PAR:PE025218 .AA1