As filed with the Securities and Exchange Commission on November 1, 1994

                                                    Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                     Form S-8

                               REGISTRATION STATEMENT
                                       Under
                              THE SECURITIES ACT OF 1933

                              The Advest Group, Inc.

               (Exact name of registrant as specified in its charter)

            Delaware                                06-095044      
        (State or other jurisdiction of             (I.R.S. Employer
        Incorporation or organization)              Identification No.)


        One Commercial Plaza-280 Trumbull Street, Hartford, Connecticut 06103
                      (Address of Principal Executive Offices)


                       The Advest Group, Inc. 1995 Equity Plan
                             (Full title of the plan)


                                  Lee G. Kuckro, Esq.
                              Secretary and General Counsel
                                 The Advest Group, Inc.
                       One Commercial Plaza-280 Trumbull Street
                            Hartford, Connecticut 06103            
                       (Name and address of agent for service)

                                    (203) 525-1421          
               (Telephone number, including area code, of agent for service)


                            CALCULATION OF REGISTRATION FEE

                                  Proposed         Proposed
  Title of                        maximum          maximum
  securities       Amount         offering         aggregate    Amount of
  to be            to be          price            offering     registration
  registered       registered     per share (*)    price (*)    fee

  Common Stock,    800,000 shs.     $5.25          $4,200,000   $1,448.28
  $.01 par value
 *Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
calculating the registration fee, and based on the average of the high and low
prices of a share of Common Stock as reported in the consolidated reporting
system on October 26, 1994.

Total of sequentially numbered pages 24.
Exhibit index sequential page number page 7.
<PAGE>
                                        Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   This Registration Statement relates to (i) 400,000 shares of Common Stock,
$.01 par value ("Common Stock"), which may be purchased by participants under
The Advest Group, Inc. 1995 Equity Plan (the "Plan") and (ii) 400,000 shares of
Common Stock which may be purchased by participants upon the exercise of
options issuable under the Plan.
   
Item 3.  Incorporation of Documents by Reference.

   The following documents filed by The Advest Group, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

   (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
   September 30, 1993, filed pursuant to Section 13(a) of the Securities
   Exchange Act of 1934, as amended (the "1934 Act"); 

   (b)  The Company's quarterly reports on Form 10-Q for the quarters ended
   December 31, 1993, March 31, 1994 and June 30, 1994;

   (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
   Act since the end of the fiscal year covered by the document referred to in
   (a) above; and

   (d)  The description of the Company's Common Stock which is contained in its
   registration statement on Form 8-A dated October 20, 1982, filed under the
   1934 Act, and any amendment or report filed under the 1934 Act for the
   purpose of updating such description.

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

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   Not applicable. 

Item 6.  Indemnification of Directors and Officers.

   Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified 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 an action by or in the right of a corporation--a "derivative
action") if they acted in good faith and in a manner they reasonably believed
to be in or




<PAGE>                                          -2-
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense of settlement
of such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.  Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

   Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware law.  The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition.  Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.  

   The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have
or acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise.  In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents against any expense, liability or
loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.  

   The Company's Certificate of Incorporation permits indemnification of
directors and officers to the full extent permitted by the DGCL.  In addition,
the Company currently maintains an insurance policy insuring its officers and
directors against certain liabilities incident to their position with the
Company.

Item 7.  Exemption from Registration Claimed.  

   Not applicable.

Item 8.  Exhibits.

   The following exhibits are filed herewith:

   Exhibit No.            Description
           4      The Advest Group, Inc. 1995 Equity Plan
           5      Opinion of Day, Berry & Howard               
           15     Letter re unaudited interim financial information
           23.1   Consent of Coopers & Lybrand
           23.2   Consent of Arthur Andersen & Co.
           23.3   Consent of Day, Berry & Howard (included in Exhibit 5)
           24     Power of attorney  (See Signature pages.)




<PAGE>                                          -3-

Item 9.  Undertakings.

A.         Undertaking to Update Annually

   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; 

           (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 paragraph (A)(1)(i) and (A)(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 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.

B.         Undertaking With Respect to Incorporating Subsequent Exchange Act
           Documents By Reference

   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.







<PAGE>                                          -4-
C.         Undertaking With Respect to Indemnification of Directors, Officers or
           Controlling Persons

   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 the City of Hartford, State of Connecticut on October 27, 1994.


                                        The Advest Group, Inc.



                                        By      Allen Weintraub         
                                        Name:  (Allen Weintraub)
                                        Title:  Chief Executive
                                                   Officer


   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Allen Weintraub and Lee G. Kuckro and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.  


    Signature                 Title                           Date



Allen Weintraub           Chief Executive Officer,        October 27, 1994
(Allen Weintraub)         Chairman of the Board and                   
                          Director (Principal 
                          Executive Officer)


Martin M. Lilienthal     Senior Vice President and        October 27, 1994
(Martin M. Lilienthal)   Treasurer (Chief Financial
                         and Principal Accounting
                         Officer)


George A. Boujoukos      Director                         October 27, 1994
(George A. Boujoukos)











<PAGE>                                          -6-
Anthony E. Cascino       Director                         October 27, 1994
(Anthony E. Cascino)



Richard G. Dooley        Director                         October 27, 1994
(Richard G. Dooley)



Grant Kurtz              Director                         October 27, 1994
(Grant Kurtz)



Anthony A. LaCroix       Director                         October 27, 1994
(Anthony A. LaCroix)                    



Charles T. Larus         Director                         October 27, 1994
(Charles T. Larus)



Corine T. Norgaard       Director                         October 27, 1994
(Corine T. Norgaard)



John A. Powers           Director                         October 27, 1994
(John A. Powers)



Robert L. Thomas         Director                         October 27, 1994
(Robert L. Thomas)























<PAGE>                                          -7-

                                           EXHIBIT INDEX


   Exhibit No.          Description                                   Page(s)

       4            The Advest Group, Inc. 1995 Equity Plan               8

       5            Opinion of Day, Berry & Howard                       21

       15           Letter re unaudited interim financial information    22

       23.1         Consent of Coopers & Lybrand                         23

       23.2         Consent of Arthur Andersen & Co.                     24

       23.3         Consent of Day, Berry & Howard                       21
                    (included in Exhibit 5)

       24           Power of attorney  (See Signature pages.)            5-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16134}]
{"company-data": {"conformed-name": "ADVEST GROUP INC", "cik": "0000319489", "assigned-sic": "6211", "irs-number": "060950444", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56275", "film-number": "94557131"}, "business-address": {"street1": "ONE COMMERCIAL PLZ", "street2": "280 TRUMBULL ST", "city": "HARTFORD", "state": "CT", "zip": "06103", "phone": "2035251421"}, "mail-address": {"street1": "ONE COMMERCIAL PLAZA", "street2": "280 TRUMBULL STREET", "city": "HARTFORD", "state": "CT", "zip": "06103"}}
As filed with the Securities and Exchange Commission on November 1, 1994

                                                    Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                     Form S-8

                               REGISTRATION STATEMENT
                                       Under
                              THE SECURITIES ACT OF 1933

                              The Advest Group, Inc.

               (Exact name of registrant as specified in its charter)

            Delaware                                06-095044      
        (State or other jurisdiction of             (I.R.S. Employer
        Incorporation or organization)              Identification No.)

        One Commercial Plaza-280 Trumbull Street, Hartford, Connecticut 06103
                      (Address of Principal Executive Offices)

                       The Advest Group, Inc. 1995 Equity Plan
                             (Full title of the plan)

                                  Lee G. Kuckro, Esq.
                              Secretary and General Counsel
                                 The Advest Group, Inc.
                       One Commercial Plaza-280 Trumbull Street
                            Hartford, Connecticut 06103            
                       (Name and address of agent for service)

                                    (203) 525-1421          
               (Telephone number, including area code, of agent for service)

                            CALCULATION OF REGISTRATION FEE

                                  Proposed         Proposed
  Title of                        maximum          maximum
  securities       Amount         offering         aggregate    Amount of
  to be            to be          price            offering     registration
  registered       registered     per share (*)    price (*)    fee

  Common Stock,    800,000 shs.     $5.25          $4,200,000   $1,448.28
  $.01 par value
 *Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of
calculating the registration fee, and based on the average of the high and low
prices of a share of Common Stock as reported in the consolidated reporting
system on October 26, 1994.

Total of sequentially numbered pages 24.
Exhibit index sequential page number page 7.
Part II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   This Registration Statement relates to (i) 400,000 shares of Common Stock,
$.01 par value ("Common Stock"), which may be purchased by participants under
The Advest Group, Inc. 1995 Equity Plan (the "Plan") and (ii) 400,000 shares of
Common Stock which may be purchased by participants upon the exercise of
options issuable under the Plan.
   
Item 3.  Incorporation of Documents by Reference.

   The following documents filed by The Advest Group, Inc. (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

   (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
   September 30, 1993, filed pursuant to Section 13(a) of the Securities
   Exchange Act of 1934, as amended (the "1934 Act"); 

   (b)  The Company's quarterly reports on Form 10-Q for the quarters ended
   December 31, 1993, March 31, 1994 and June 30, 1994;

   (c)  All other reports filed pursuant to Section 13(a) or 15(d) of the 1934
   Act since the end of the fiscal year covered by the document referred to in
   (a) above; and

   (d)  The description of the Company's Common Stock which is contained in its
   registration statement on Form 8-A dated October 20, 1982, filed under the
   1934 Act, and any amendment or report filed under the 1934 Act for the
   purpose of updating such description.

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

Item 4.  Description of Securities.

   Not applicable.

Item 5.  Interests of Named Experts and Counsel.

   Not applicable. 

Item 6.  Indemnification of Directors and Officers.

   Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), directors and officers as well as other employees and individuals
may be indemnified 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 an action by or in the right of a corporation--a "derivative
action") if they acted in good faith and in a manner they reasonably believed
to be in or
-2-
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful.  A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with defense of settlement
of such an action and the DGCL requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.  Additionally, a corporation is required to indemnify its
directors and officers against expenses to the extent that such directors or
officers have been successful on the merits or otherwise in any action, suit or
proceeding or in defense of any claim, issue or matter therein.

   Unless ordered by a court, an indemnification can be made by a corporation
only upon a determination that indemnification is proper in the circumstances
because the party seeking indemnification has met the applicable standard of
conduct as set forth in Delaware law.  The indemnification provided by Section
145 of the DGCL includes the right to be paid by the corporation the expenses
incurred in defending proceedings in advance of their final disposition.  Such
advance payment of expenses, however, may be made only upon delivery to the
corporation by the indemnified party of an undertaking to repay all amounts so
advanced if it shall ultimately be determined that the person receiving such
payments is not entitled to be indemnified.  

   The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred by Section
145 of the DGCL is not exclusive of any other right which any person may have
or acquire under any statute, provision of the certificate of incorporation or
bylaws, or otherwise.  In addition, Section 145 of the DGCL authorizes a
corporation to maintain insurance, at its expense, to protect itself and any of
its directors, officers, employees or agents against any expense, liability or
loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the DGCL.  

   The Company's Certificate of Incorporation permits indemnification of
directors and officers to the full extent permitted by the DGCL.  In addition,
the Company currently maintains an insurance policy insuring its officers and
directors against certain liabilities incident to their position with the
Company.

Item 7.  Exemption from Registration Claimed.  

   Not applicable.

Item 8.  Exhibits.

   The following exhibits are filed herewith:

   Exhibit No.            Description
           4      The Advest Group, Inc. 1995 Equity Plan
           5      Opinion of Day, Berry & Howard               
           15     Letter re unaudited interim financial information
           23.1   Consent of Coopers & Lybrand
           23.2   Consent of Arthur Andersen & Co.
           23.3   Consent of Day, Berry & Howard (included in Exhibit 5)
           24     Power of attorney  (See Signature pages.)
-3-

Item 9.  Undertakings.

A.         Undertaking to Update Annually

   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; 

           (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 paragraph (A)(1)(i) and (A)(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 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.

B.         Undertaking With Respect to Incorporating Subsequent Exchange Act
           Documents By Reference

   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.
-4-
C.         Undertaking With Respect to Indemnification of Directors, Officers or
           Controlling Persons

   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 the City of Hartford, State of Connecticut on October 27, 1994.

                                        The Advest Group, Inc.

                                        By      Allen Weintraub         
                                        Name:  (Allen Weintraub)
                                        Title:  Chief Executive
                                                   Officer

   Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby constitutes Allen Weintraub and Lee G. Kuckro and each of them
singly, such person's true and lawful attorneys, with full power to them and
each of them to sign for such person and in such person's name and capacity
indicated below, any and all amendments to this Registration Statement, hereby
ratifying and confirming such person's signature as it may be signed by said
attorneys to any and all amendments.  

    Signature                 Title                           Date

Allen Weintraub           Chief Executive Officer,        October 27, 1994
(Allen Weintraub)         Chairman of the Board and                   
                          Director (Principal 
                          Executive Officer)

Martin M. Lilienthal     Senior Vice President and        October 27, 1994
(Martin M. Lilienthal)   Treasurer (Chief Financial
                         and Principal Accounting
                         Officer)

George A. Boujoukos      Director                         October 27, 1994
(George A. Boujoukos)
-6-
Anthony E. Cascino       Director                         October 27, 1994
(Anthony E. Cascino)

Richard G. Dooley        Director                         October 27, 1994
(Richard G. Dooley)

Grant Kurtz              Director                         October 27, 1994
(Grant Kurtz)

Anthony A. LaCroix       Director                         October 27, 1994
(Anthony A. LaCroix)                    

Charles T. Larus         Director                         October 27, 1994
(Charles T. Larus)

Corine T. Norgaard       Director                         October 27, 1994
(Corine T. Norgaard)

John A. Powers           Director                         October 27, 1994
(John A. Powers)

Robert L. Thomas         Director                         October 27, 1994
(Robert L. Thomas)
-7-

                                           EXHIBIT INDEX

   Exhibit No.          Description                                   Page(s)

       4            The Advest Group, Inc. 1995 Equity Plan               8

       5            Opinion of Day, Berry & Howard                       21

       15           Letter re unaudited interim financial information    22

       23.1         Consent of Coopers & Lybrand                         23

       23.2         Consent of Arthur Andersen & Co.                     24

       23.3         Consent of Day, Berry & Howard                       21
                    (included in Exhibit 5)

       24           Power of attorney  (See Signature pages.)            5-6