As filed with the Securities and Exchange Commission
                               on January 3, 1997
                              Registration No. 33-
 _______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               __________________

                             VALLEY RESOURCES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               ___________________

               Rhode Island                            05-0384723
     (State or Other Jurisdiction of         (IRS Employer Identification No.)
               Incorporation)
                              ____________________

                1595 Mendon Road, Cumberland, Rhode Island 02864
                 (Address of Principal Executive Offices) (ZIP)
                              _____________________

           Valley Resources, Inc. 401(k) Employee Stock Ownership Plan
                            (Full Title of the Plan)
                              _____________________

             Alfred P. Degen                 Christine M. Marx, Esq.
           Valley Resources, Inc.               Edwards & Angell
            1595 Mendon Road                105 John F. Kennedy Parkway
             P. O. Box 7900                 Short Hills, NJ 07078-2701
           Cumberland, RI 02864                   (201)376-7700
             (401)334-1188

                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agents for Service)
                             ______________________

                         CALCULATION OF REGISTRATION FEE
<TABLE>
__________________________________________________________________________________________
<CAPTION>
                                        Proposed          Proposed
                             Amount      Maximum           Maximum           Amount of
Title of Securities            to be    Offering Price    Aggregate         Registration
to be Registered           Registered   Per Share (1)  Offering Price (1)        Fee
__________________________________________________________________________________________
<S>                           <C>         <C>             <C>                  <C>  
Participation in Valley
  Resources, Inc. 401(k)
  Employees Stock Ownership
  Plan *
Common Stock, $1.00           27,400      11.25           $308,250             $100
    Par Value                                                                            
</TABLE>

(1) The amount to be registered and the amount of the registration fee are
    computed in accordance with Rule 457(h) based upon the average of the high
    and low prices of the Company's Common Stock on December 31, 1996.

* Pursuant to Rule 416 (c), this Registration Statement also covers an
indeterminate amount of interests to be offered and sold pursuant to the Plan.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

     Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in any 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration statement.


                              AVAILABLE INFORMATION



     Valley Resources, Inc. (the "Registrant") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Registrant can be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, New York, N.Y. 10048; and
Citicorp Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Ill.
60661. Copies can be obtained by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549. Such material also can be inspected
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York. In addition, certain of such materials are also available electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.

<PAGE>



Part II

INFORMATION REQUIRED IN THE  REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in any 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed 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 7-1.1-4.1 of the Rhode Island Business Corporation Act permits any
director, officer or other employee of the Registrant or his legal
representative to be indemnified by the Registrant against reasonable costs,
expenses, and counsel fees paid or incurred in connection with any proceeding to
which such director, officer or other employee or his legal representative may
be a party by reason of his being a director, officer or employee, provided that
such director, officer or other employee shall have acted in good faith, in what
he reasonably believed to be in the bests interests of the Registrant and, where
criminal liability is charged, had no reasonable cause to believe that his
conduct was unlawful.

     The Articles of Incorporation, as amended, of the Registrant also contain a
provision eliminating the liability of a director to the Registrant or its
stockholders for breach of fiduciary duty as a director, other than liability
for (a) breach of the director's duty of loyalty to the corporation or its
stockholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) unlawful payment of a
dividend or unlawful stock purchase or redemption, or (d) any transaction from
which the director derived an improper personal benefit.
<PAGE>


Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

       (4)  Summary Plan Description of the Valley Resources, Inc. 401(k)
            Employee Stock Ownership Plan dated January 1, 1997.

       (5)  Opinion of Counsel *

       (23) (i)  Consent of Grant Thornton LLP
            (ii) Consent of Edwards & Angell (included in Exhibit 5)

       (24) Power of Attorney of certain officers and directors.

       *    The Registrant hereby undertakes that it has submitted or will
            submit the plan and any amendment thereto to the Internal Revenue
            Service ("IRS") in a timely manner and has made or will make all
            changes required by the IRS in order to qualify the plan.

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, unless the information required to
               be included in such post-effective amendment is contained in a
               periodic report filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference;

                    (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,
               unless the information required to be included in such
               post-effective amendment is contained in a periodic report filed
               by the Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 and incorporated herein by
               reference;

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

<PAGE>



         (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.

     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 each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors and 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>
 
                                   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 Town of Cumberland, and State of Rhode Island, on January 2,
1997.

                                      VALLEY RESOURCES, INC.


                                      By:S/A. P. Degen
                                         ---------------------------------------
                                           Alfred P. Degen
                                           President and 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 indicated on January 2, 1997.

Date:     January 2, 1997              S/A.P. Degen                           
                                       ---------------------------------------
                                       Alfred P. Degen, President and
                                       Chief Executive Officer

Date:     January 2, 1997              S/K. W. Hogan
                                       ---------------------------------------  
                                       Kenneth W. Hogan,  Senior Vice President,
                                       Chief Financial Officer & Secretary

Date:     January 2, 1997              S/*
                                       --------------------------------------- 
                                       Ernest N. Agresti, Director

Date:     January 2, 1997              S/* 
                                       --------------------------------------- 
                                       Melvin G. Alperin, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       C. Hamilton Davison, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Don A. DeAngelis, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       James M. Dillon, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Jonathan K. Farnum, Director

Date:     January 2, 1997              S/*
                                       --------------------------------------- 
                                       John F. Guthrie, Jr., Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Eleanor M. McMahon, Director
 
*By:      S/A. P. Degen
          ---------------------------------------
            Alfred P. Degen, Attorney-in-Fact

<PAGE>



                                   SIGNATURES



     Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 3rd day of January 1997.

                                VALLEY RESOURCES, INC. 401(K)
                                EMPLOYEE STOCK OWNERSHIP PLAN



                                By:S/William Zaleski 
                                   --------------------------------------------
                                    NYL Trust Company, Trustee
                                    William Zaleski
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17979}]
{"company-data": {"conformed-name": "VALLEY RESOURCES INC /RI/", "cik": "0000102710", "assigned-sic": "4924", "irs-number": "050384723", "state-of-incorporation": "RI", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-19259", "film-number": "97501060"}, "business-address": {"street1": "1595 MENDON RD", "city": "CUMBERLAND", "state": "RI", "zip": "02864", "phone": "4013341188"}, "mail-address": {"street1": "PO BOX 7900", "city": "CUMBERLAND", "state": "RI", "zip": "02864-7900"}}
As filed with the Securities and Exchange Commission
                               on January 3, 1997
                              Registration No. 33-
 _______________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               __________________

                             VALLEY RESOURCES, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               ___________________

               Rhode Island                            05-0384723
     (State or Other Jurisdiction of         (IRS Employer Identification No.)
               Incorporation)
                              ____________________

                1595 Mendon Road, Cumberland, Rhode Island 02864
                 (Address of Principal Executive Offices) (ZIP)
                              _____________________

           Valley Resources, Inc. 401(k) Employee Stock Ownership Plan
                            (Full Title of the Plan)
                              _____________________

             Alfred P. Degen                 Christine M. Marx, Esq.
           Valley Resources, Inc.               Edwards & Angell
            1595 Mendon Road                105 John F. Kennedy Parkway
             P. O. Box 7900                 Short Hills, NJ 07078-2701
           Cumberland, RI 02864                   (201)376-7700
             (401)334-1188

                     (Name, Address, and Telephone Number,
                   Including Area Code, of Agents for Service)
                             ______________________

                         CALCULATION OF REGISTRATION FEE

__________________________________________________________________________________________
Proposed          Proposed
                             Amount      Maximum           Maximum           Amount of
Title of Securities            to be    Offering Price    Aggregate         Registration
to be Registered           Registered   Per Share (1)  Offering Price (1)        Fee
__________________________________________________________________________________________
Participation in Valley
  Resources, Inc. 401(k)
  Employees Stock Ownership
  Plan *
Common Stock, $1.00           27,400      11.25           $308,250             $100
    Par Value
(1) The amount to be registered and the amount of the registration fee are
    computed in accordance with Rule 457(h) based upon the average of the high
    and low prices of the Company's Common Stock on December 31, 1996.

* Pursuant to Rule 416 (c), this Registration Statement also covers an
indeterminate amount of interests to be offered and sold pursuant to the Plan.
DOCUMENTS INCORPORATED BY REFERENCE

     Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in any 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed to constitute a part of this Registration statement.

                              AVAILABLE INFORMATION

     Valley Resources, Inc. (the "Registrant") is subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Registrant can be inspected and
copied at the public reference facilities of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549, as well as at
the following Regional Offices: 7 World Trade Center, New York, N.Y. 10048; and
Citicorp Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Ill.
60661. Copies can be obtained by mail at prescribed rates. Requests should be
directed to the Commission's Public Reference Section, Judiciary Plaza, 450
Fifth Street, N.W. Washington, D.C. 20549. Such material also can be inspected
at the offices of the American Stock Exchange, 86 Trinity Place, New York, New
York. In addition, certain of such materials are also available electronically
by means of the Commission's home page on the Internet at http://www.sec.gov.
Part II

INFORMATION REQUIRED IN THE  REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Valley Resources, Inc. Annual Report on Form 10-K for the year ended August
31, 1996, filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 is incorporated herein by reference. All other
reports filed by the Company pursuant to Sections 13(a) or 15 (d) of the
Exchange Act since the end of such fiscal year are also incorporated in this
Registration Statement by reference. In addition, all documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior to filing a
post-effective amendment to the Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in any 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 subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Except as so modified or superseded, such statement shall not be
deemed 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 7-1.1-4.1 of the Rhode Island Business Corporation Act permits any
director, officer or other employee of the Registrant or his legal
representative to be indemnified by the Registrant against reasonable costs,
expenses, and counsel fees paid or incurred in connection with any proceeding to
which such director, officer or other employee or his legal representative may
be a party by reason of his being a director, officer or employee, provided that
such director, officer or other employee shall have acted in good faith, in what
he reasonably believed to be in the bests interests of the Registrant and, where
criminal liability is charged, had no reasonable cause to believe that his
conduct was unlawful.

     The Articles of Incorporation, as amended, of the Registrant also contain a
provision eliminating the liability of a director to the Registrant or its
stockholders for breach of fiduciary duty as a director, other than liability
for (a) breach of the director's duty of loyalty to the corporation or its
stockholders, (b) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) unlawful payment of a
dividend or unlawful stock purchase or redemption, or (d) any transaction from
which the director derived an improper personal benefit.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

       (4)  Summary Plan Description of the Valley Resources, Inc. 401(k)
            Employee Stock Ownership Plan dated January 1, 1997.

       (5)  Opinion of Counsel *

       (23) (i)  Consent of Grant Thornton LLP
            (ii) Consent of Edwards & Angell (included in Exhibit 5)

       (24) Power of Attorney of certain officers and directors.

       *    The Registrant hereby undertakes that it has submitted or will
            submit the plan and any amendment thereto to the Internal Revenue
            Service ("IRS") in a timely manner and has made or will make all
            changes required by the IRS in order to qualify the plan.

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, unless the information required to
               be included in such post-effective amendment is contained in a
               periodic report filed by the Registrant pursuant to Section 13 or
               Section 15(d) of the Securities Exchange Act of 1934 and
               incorporated herein by reference;

                    (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,
               unless the information required to be included in such
               post-effective amendment is contained in a periodic report filed
               by the Registrant pursuant to Section 13 or Section 15(d) of the
               Securities Exchange Act of 1934 and incorporated herein by
               reference;

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

     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 each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall be deemed
to be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors and 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.
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 Town of Cumberland, and State of Rhode Island, on January 2,
1997.

                                      VALLEY RESOURCES, INC.

                                      By:S/A. P. Degen
                                         ---------------------------------------
                                           Alfred P. Degen
                                           President and 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 indicated on January 2, 1997.

Date:     January 2, 1997              S/A.P. Degen                           
                                       ---------------------------------------
                                       Alfred P. Degen, President and
                                       Chief Executive Officer

Date:     January 2, 1997              S/K. W. Hogan
                                       ---------------------------------------  
                                       Kenneth W. Hogan,  Senior Vice President,
                                       Chief Financial Officer & Secretary

Date:     January 2, 1997              S/*
                                       --------------------------------------- 
                                       Ernest N. Agresti, Director

Date:     January 2, 1997              S/* 
                                       --------------------------------------- 
                                       Melvin G. Alperin, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       C. Hamilton Davison, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Don A. DeAngelis, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       James M. Dillon, Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Jonathan K. Farnum, Director

Date:     January 2, 1997              S/*
                                       --------------------------------------- 
                                       John F. Guthrie, Jr., Director

Date:     January 2, 1997              S/*                                      
                                       ---------------------------------------
                                       Eleanor M. McMahon, Director
 
*By:      S/A. P. Degen
          ---------------------------------------
            Alfred P. Degen, Attorney-in-Fact
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 3rd day of January 1997.

                                VALLEY RESOURCES, INC. 401(K)
                                EMPLOYEE STOCK OWNERSHIP PLAN

                                By:S/William Zaleski 
                                   --------------------------------------------
                                    NYL Trust Company, Trustee
                                    William Zaleski