As filed with the Securities and Exchange Commission on October 3, 1994 
 
                                             Registration No.:  33-     
 
                        SECURITIES AND EXCHANGE COMMISSION 
                              Washington, D.C.  20549 
                                    ___________ 
 
                                     FORM S-8 
 
                           REGISTRATION STATEMENT UNDER 
                            THE SECURITIES ACT OF 1933 
                                    ___________ 
 
                               BRENCO, INCORPORATED 
                (Exact name of issuer as specified in its charter) 
 
         Virginia                                     54-0493835    
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization) 
                                  P. O. Box 389  
                           Petersburg, Virginia  23804 
           (Address of principal executive offices, including zip code) 
 
                 1988 STOCK OPTION PLAN OF BRENCO, INCORPORATED  
                             (Full name of the Plan) 
                                                          Copy to: 
          JACOB M. FEICHTNER                    JEAN PENICK WATKINS, Esquire 
                                      1
<PAGE>
       Executive Vice President                       Mays & Valentine 
             P. O. Box 389                     22nd Floor, NationsBank Center 
     Petersburg, Virginia  23804                        P.O. Box 1122 
            (804) 732-0202                        Richmond, Virginia  23208 
                    
  (Name, address and telephone number 
         of agent for service) 
                                   ___________ 
 
     Approximate date of proposed commencement of sales pursuant to the Plan: 
                Upon effectiveness of this Registration Statement. 
 
                         CALCULATION OF REGISTRATION FEE 
                                                                        
  
                                    Proposed       Proposed 
                                    Maximum        Maximum 
 Title of Securities Amount to be  Offering Price  Aggregate       Amount of
 to be Registered    Registered*   Per Share*   Offering Price*  Registration 
                                                                      Fee 
 
    Common Stock 
   $1.00 par value     600,000       $12.25       $7,350,000        $2,534.48
                                                                     
 
     *Estimated solely for the purpose of calculating the registration fee  
pursuant to Rule 457 on the basis of $12.25 per share, the closing price on 
the NASDAQ National Market System of the Registrant's shares on 
September 26, 1994.  This registration statement relates to the registration 
of additional shares under the Plan pursuant to General Instruction E of  
this form. 
                                      2
<PAGE>                                                               
      
     The contents of the earlier registration statement (Registration 
No. 33-31361) filed with the Commission on October 3, 1989, covering shares of 
the Registrant's stock to be issued under its 1988 Stock Option Plan are  
incorporated herein by reference. 
                                      3                        

<PAGE> 
                                    PART II 
 
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
 
 Item 3.  Incorporation of Documents by Reference. 
 
     The Company will furnish shareholders with annual reports containing  
audited financial statements and with quarterly reports containing unaudited 
financial statements for the first three quarters of each fiscal year.   
Copies of these documents, and any other communications sent to the  
Company's shareholders generally, also will be furnished to all employees  
eligible to participate in the Plan. 
     The following documents filed by the Company with the Commission  
are hereby incorporated herein by reference: 
 
     (a)   Annual Report on Form 10-K for the fiscal year ended  
December 31, 1993, filed pursuant to Section 13 of the 1934 Act; 
 
     (b)   Quarterly Reports on Form 10-Q for the Quarters Ended  
March 31, 1994, and June 30, 1994, filed pursuant to Section 13 of  
the 1934 Act; and 
 
     (c)   The description of the Company's Common Stock contained  
in the Company's registration statement on Form 10 dated June 5, 1959,  
as amended by Form 8-K dated July 24, 1959, and any amendment or report  
filed subsequent thereto for the purpose of updating such description. 
 
     All documents filed by the Company after the date of this Registration 
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,  
prior to the filing of a post-effective amendment which indicates that all  
the Company's Common Stock offered hereby has been sold or which deregisters  
such Company Common Stock then remaining unsold, shall be deemed to be  
incorporated herein by reference and to be a part hereof from the date  
of filing 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 
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. 
 
                                      4
<PAGE>

















Item 5.  Interests of Named Experts and Counsel. 
 
     The financial statements and schedules listed in the index on  
pages 8 and 9 of Brenco's 1993 Form 10-K Annual Report filed pursuant  
to Section 13 of the 1934 Act, all of which have been incorporated by  
reference into this Registration Statement, have been audited by  
McGladrey & Pullen, independent public accountants, for the fiscal  
year ended December 31, 1993, whose report thereon is incorporated 
Registration Statement by reference, and has been so incorporated  
herein by reference in reliance upon the report of McGladrey & Pullen  
given upon their authority as experts in accounting and auditing. 
 
     The legality of the Common Stock to be issued by the Company  
pursuant to the Plan has been passed upon for the Company by  
Mays & Valentine, NationsBank Center, 1111 East Main Street,  
P.O. Box 1122, Richmond, Virginia 23219.  As of 
September 28, 1994, Charles L. Reed, senior counsel to  
Mays & Valentine and formerly Chairman of the Board of the Company,  
beneficially owned 46,500 shares of the Company's Common Stock and  
Michael Armstrong, a partner in the firm, beneficially owned 6,000  
shares of the Company's Common Stock in his capacity as trustee under  
various trusts.  As of that date, other lawyers in the 
firm beneficially owned 1,340 shares of the Company's Common Stock  
in the aggregate. 
 
Item 6.  Indemnification of Directors and Officers. 
 
     Refer to earlier registration statement (Registration No. 33-31361),  
Item 19. 
 
Item 7.  Exemption from Registration Claimed. 
 
     Not Applicable. 
 
Item 8.  Exhibits. 
 
     An index of Exhibits appears at page 7 hereof. 
 
Item 9.  Undertakings. 
 
     Refer to earlier Registration Statement (Registration No. 33-31361),  
Item 21. 
                                      
                                      5 
<PAGE>









                                   SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, the  
undersigned 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 Midlothian, Commonwealth of  
Virginia, on the 29th day of September, 1994. 
 
                                        BRENCO, INCORPORATED  
 
 
                                        By */s/ Needham B. Whitfield         
      
                                              Needham B. Whitfield 
                                            Chairman of the Board and 
                                             Chief Executive 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 indicated on the 29th day of September, 1994. 
 
          Signature                                     Title 
  
*/s/ Needham B. Whitfield           Chairman of the Board and Chief Executive  
         Needham B. Whitfield            Officer and Director 
                                         (Principal Executive Officer) 
 
*/s/ J. Craig Rice                  President, Chief Operating Officer and   
         J. Craig Rice                   Director 
 
/s/ Jacob M. Feichtner              Executive Vice President,  
        Jacob M. Feichtner               Secretary and Treasurer and  
                                         Director (Principal Financial  
                                         and Accounting Officer) 
 
*/s/ Steven M. Johnson                   Director 
        Steven M. Johnson 
 
*/s/ John C. Kenny                       Director 
        John C. Kenny     
 
*/s/ James M. Wells, III                 Director 
        James M. Wells, III 
 
*/s/ Frederic W. Yocum, Jr.              Director 
        Frederic W. Yocum, Jr. 
 
 
*By: Jacob M. Feichtner                   
        Jacob M. Feichtner 
          Attorney-in-Fact 
                                      6 
<PAGE>
                                   EXHIBIT INDEX 
 
 
Exhibit 5................   Opinion of Mays & Valentine dated  
                            September 30, 1994, with respect  
                            to the validity of the common stock 
                            offered pursuant to the Plan,  
                            filed herewith. 
 
Exhibit 24(a)............   Consent of Mays & Valentine contained  
                            in their opinion filed as Exhibit 5 hereto. 
 
Exhibit 24(b)............   Consent of McGladrey & Pullen, Independent  
                            Public Accountants dated September 30, 1994,  
                            filed herewith. 
 
Exhibit 25...............   Powers of Attorney of directors of  
                            Brenco, Incorporated accompanied by a  
                            certified copy of Board Resolutions 
                            relating to such Power of Attorney,  
                            filed herewith. 
  
 
 



























                                      7

<PAGE>
                                                       Exhibit 5
                                                       Exhibit 24(a)

                       September 30, 1994 
 
 
 
 
Brenco, Incorporated 
P. O. Box 389 
Petersburg, Virginia  23804 
 
Gentlemen: 
 
          You propose to file today with the Securities and 
Exchange Commission a registration statement on Form S-8 (the 
"Registration Statement") relating to 600,000 shares of Brenco, 
Incorporated Common Stock, $1.00 par value (the "Common Stock"), 
pursuant to the Company's 1988 Stock Option Plan (the "Plan").  
The shares of Common Stock to be issued by the Company pursuant to 
the Plan will be authorized but unissued shares (the "Shares").   
 
          We have been requested to furnish an opinion regarding 
certain legal matters to be included as an exhibit to the 
Registration Statement.  The opinion set out below is rendered as 
of the date hereof and its applicability on any future date is 
conditioned upon the nonoccurrence of any event which would affect 
the validity of the issuance of Brenco Common Stock covered by the 
Registration Statement. 
 
          In connection with this opinion, we have examined, such 
records and documents as we have deemed relevant and necessary in 
order to render this opinion. 
 
          Subject to the foregoing we are of the opinion that: 
 
          1.   The shares of Common Stock that may be issued by 
the Company under the Plan and that are covered by the 
Registration Statement, when issued for the consideration provided 
for and in the manner and under the conditions set forth in the 
Plan, will be validly issued, fully paid and nonassessable; and 
 
          2.   The Plan is not subject to any provisions of the 
Employee Retirement Security Act of 1974 as amended. 
  
          We consent to the filing of this opinion as an exhibit 
to the Registration Statement and to the reference to us under the 
caption "Interests of Named Experts and Counsel" therein. 
 
                              Very truly yours, 

                              MAYS & VALENTINE
                                      8
<PAGE>
 
                                                  Exhibit 24(b) 
 
               CONSENT OF INDEPENDENT ACCOUNTANTS 
 
We consent to the incorporation by reference in this Registration 
Statement on Form S-8, pertaining to the 1988 Stock Option Plan 
of Brenco, Incorporated (the "Company"), of our report dated 
January 31, 1994, on our audits of the consolidated balance 
sheets of the Company and subsidiaries as of December 31, 1993 
and 1992, and the related consolidated statements of income, 
shareholders' equity and cash flows for each of the three years 
in the period ended December 31, 1993, which report is included 
in the Annual Report on Form 10-K of the Company for the fiscal 
year ended December 31, 1993. 
 
We also consent to the reference to our firm under the caption 
"Item 5. Interests of Named Experts and Counsel." 
 


     
                                   McGladrey & Pullen 
 
 
Richmond, Virginia 
September 30, 1994 























                                      9

<PAGE>

                                                       Exhibit 25

                        POWER OF ATTORNEY 
 
 
          KNOW ALL MEN BY THESE PRESENTS, that each undersigned 
director of BRENCO, INCORPORATED, a corporation organized under 
the laws of the Commonwealth of Virginia (the "Corporation") 
hereby constitutes and appoints Needham B. Whitfield and Jacob M. 
Feichtner (with full power to each of them to act alone) as true 
and lawful attorneys-in-fact and agents for him and on his behalf 
and in his name, place and stead, in any and all capacities, to 
sign, execute and affix his seal to and file with the Securities 
and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-8 or any other 
appropriate form and all amendments (including post-effective 
amendments) thereto with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the 
registration under the Securities Act of 1933 of 600,000 shares of 
common stock of the Corporation in connection with stock options 
issued by the Corporation under its 1988 Stock Option Plan, as 
amended; granting unto said attorneys, and each of them, full 
power and authority to do and to perform each and every act and 
thing requisite and necessary to be done in and about the premises 
in order to effectuate the same as fully to all intents and 
purposes as he himself might or could do if personally present, 
hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or any of them, may lawfully do or cause to be done by 
virtue hereof. 
 
          IN WITNESS WHEREOF, each undersigned director has 
hereunto set his hand and seal, as of the date specified. 
 
Dated:    July 22, 1994 
 
  
/s/ Needham B. Whitfield           /s/ J. Craig Rice          
Needham B. Whitfield               J. Craig Rice 
 
 
 
/s/ Jacob M. Feichtner             /s/ James M. Wells, III    
Jacob M. Feichtner                 James M. Wells, III 
 
 
 
/s/ Steven M. Johnson              /s/ Frederic W. Yocum, Jr. 
Steven M. Johnson                  Frederic W. Yocum, Jr. 
 
 
/s/ John C. Kenny         
John C. Kenny 
                                      10
<PAGE> 


                      BRENCO, INCORPORATED 
 
 
     FURTHER RESOLVED, that each Director or officer who may be 
required to execute the Statement or any related documents or any 
amendments thereto (whether on behalf of the corporation or as an 
officer or director thereof) is hereby authorized to execute a 
power of attorney appointing NEEDHAM B. WHITFIELD and JACOB M. 
FEICHTNER, and each of them, his true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution, to 
execute and deliver the Statement and related documents and 
amendments on his behalf and on behalf of the corporation and to 
act on his behalf and on behalf of the corporation in all matters 
relating to the registration of the Stock under the Act, as fully 
to all intents and purposes as if he himself were personally 
present;   
 
      The undersigned officer certifies that the above-resolution 
was adopted by the Board of Directors of the Registrant on 
July 22, 1994.  
 
 
                                   Brenco, Incorporated  
 
 
 
                                   by: /s/ Jacob M. Feichtner 
                                        Jacob M. Feichtner 
                                        Executive Vice President, 
                                        Secretary and Treasurer 
 

















                                      11
<PAGE>
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As filed with the Securities and Exchange Commission on October 3, 1994 
 
                                             Registration No.:  33-     
 
                        SECURITIES AND EXCHANGE COMMISSION 
                              Washington, D.C.  20549 
                                    ___________ 
 
                                     FORM S-8 
 
                           REGISTRATION STATEMENT UNDER 
                            THE SECURITIES ACT OF 1933 
                                    ___________ 
 
                               BRENCO, INCORPORATED 
                (Exact name of issuer as specified in its charter) 
 
         Virginia                                     54-0493835    
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization) 
                                  P. O. Box 389  
                           Petersburg, Virginia  23804 
           (Address of principal executive offices, including zip code) 
 
                 1988 STOCK OPTION PLAN OF BRENCO, INCORPORATED  
                             (Full name of the Plan) 
                                                          Copy to: 
          JACOB M. FEICHTNER                    JEAN PENICK WATKINS, Esquire 
                                      1
Executive Vice President                       Mays & Valentine 
             P. O. Box 389                     22nd Floor, NationsBank Center 
     Petersburg, Virginia  23804                        P.O. Box 1122 
            (804) 732-0202                        Richmond, Virginia  23208 
                    
  (Name, address and telephone number 
         of agent for service) 
                                   ___________ 
 
     Approximate date of proposed commencement of sales pursuant to the Plan: 
                Upon effectiveness of this Registration Statement. 
 
                         CALCULATION OF REGISTRATION FEE 
                                                                        
  
                                    Proposed       Proposed 
                                    Maximum        Maximum 
 Title of Securities Amount to be  Offering Price  Aggregate       Amount of
 to be Registered    Registered*   Per Share*   Offering Price*  Registration 
                                                                      Fee 
 
    Common Stock 
   $1.00 par value     600,000       $12.25       $7,350,000        $2,534.48
                                                                     
 
     *Estimated solely for the purpose of calculating the registration fee  
pursuant to Rule 457 on the basis of $12.25 per share, the closing price on 
the NASDAQ National Market System of the Registrant's shares on 
September 26, 1994.  This registration statement relates to the registration 
of additional shares under the Plan pursuant to General Instruction E of  
this form. 
                                      2
The contents of the earlier registration statement (Registration 
No. 33-31361) filed with the Commission on October 3, 1989, covering shares of 
the Registrant's stock to be issued under its 1988 Stock Option Plan are  
incorporated herein by reference. 
                                      3
PART II 
 
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 
 
 
 Item 3.  Incorporation of Documents by Reference. 
 
     The Company will furnish shareholders with annual reports containing  
audited financial statements and with quarterly reports containing unaudited 
financial statements for the first three quarters of each fiscal year.   
Copies of these documents, and any other communications sent to the  
Company's shareholders generally, also will be furnished to all employees  
eligible to participate in the Plan. 
     The following documents filed by the Company with the Commission  
are hereby incorporated herein by reference: 
 
     (a)   Annual Report on Form 10-K for the fiscal year ended  
December 31, 1993, filed pursuant to Section 13 of the 1934 Act; 
 
     (b)   Quarterly Reports on Form 10-Q for the Quarters Ended  
March 31, 1994, and June 30, 1994, filed pursuant to Section 13 of  
the 1934 Act; and 
 
     (c)   The description of the Company's Common Stock contained  
in the Company's registration statement on Form 10 dated June 5, 1959,  
as amended by Form 8-K dated July 24, 1959, and any amendment or report  
filed subsequent thereto for the purpose of updating such description. 
 
     All documents filed by the Company after the date of this Registration 
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act,  
prior to the filing of a post-effective amendment which indicates that all  
the Company's Common Stock offered hereby has been sold or which deregisters  
such Company Common Stock then remaining unsold, shall be deemed to be  
incorporated herein by reference and to be a part hereof from the date  
of filing 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 
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. 
 
                                      4
Item 5.  Interests of Named Experts and Counsel. 
 
     The financial statements and schedules listed in the index on  
pages 8 and 9 of Brenco's 1993 Form 10-K Annual Report filed pursuant  
to Section 13 of the 1934 Act, all of which have been incorporated by  
reference into this Registration Statement, have been audited by  
McGladrey & Pullen, independent public accountants, for the fiscal  
year ended December 31, 1993, whose report thereon is incorporated 
Registration Statement by reference, and has been so incorporated  
herein by reference in reliance upon the report of McGladrey & Pullen  
given upon their authority as experts in accounting and auditing. 
 
     The legality of the Common Stock to be issued by the Company  
pursuant to the Plan has been passed upon for the Company by  
Mays & Valentine, NationsBank Center, 1111 East Main Street,  
P.O. Box 1122, Richmond, Virginia 23219.  As of 
September 28, 1994, Charles L. Reed, senior counsel to  
Mays & Valentine and formerly Chairman of the Board of the Company,  
beneficially owned 46,500 shares of the Company's Common Stock and  
Michael Armstrong, a partner in the firm, beneficially owned 6,000  
shares of the Company's Common Stock in his capacity as trustee under  
various trusts.  As of that date, other lawyers in the 
firm beneficially owned 1,340 shares of the Company's Common Stock  
in the aggregate. 
 
Item 6.  Indemnification of Directors and Officers. 
 
     Refer to earlier registration statement (Registration No. 33-31361),  
Item 19. 
 
Item 7.  Exemption from Registration Claimed. 
 
     Not Applicable. 
 
Item 8.  Exhibits. 
 
     An index of Exhibits appears at page 7 hereof. 
 
Item 9.  Undertakings. 
 
     Refer to earlier Registration Statement (Registration No. 33-31361),  
Item 21. 
                                      
                                      5
SIGNATURES 
 
     Pursuant to the requirements of the Securities Act of 1933, the  
undersigned 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 Midlothian, Commonwealth of  
Virginia, on the 29th day of September, 1994. 
 
                                        BRENCO, INCORPORATED  
 
 
                                        By */s/ Needham B. Whitfield         
      
                                              Needham B. Whitfield 
                                            Chairman of the Board and 
                                             Chief Executive 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 indicated on the 29th day of September, 1994. 
 
          Signature                                     Title 
  
*/s/ Needham B. Whitfield           Chairman of the Board and Chief Executive  
         Needham B. Whitfield            Officer and Director 
                                         (Principal Executive Officer) 
 
*/s/ J. Craig Rice                  President, Chief Operating Officer and   
         J. Craig Rice                   Director 
 
/s/ Jacob M. Feichtner              Executive Vice President,  
        Jacob M. Feichtner               Secretary and Treasurer and  
                                         Director (Principal Financial  
                                         and Accounting Officer) 
 
*/s/ Steven M. Johnson                   Director 
        Steven M. Johnson 
 
*/s/ John C. Kenny                       Director 
        John C. Kenny     
 
*/s/ James M. Wells, III                 Director 
        James M. Wells, III 
 
*/s/ Frederic W. Yocum, Jr.              Director 
        Frederic W. Yocum, Jr. 
 
 
*By: Jacob M. Feichtner                   
        Jacob M. Feichtner 
          Attorney-in-Fact 
                                      6
EXHIBIT INDEX 
 
 
Exhibit 5................   Opinion of Mays & Valentine dated  
                            September 30, 1994, with respect  
                            to the validity of the common stock 
                            offered pursuant to the Plan,  
                            filed herewith. 
 
Exhibit 24(a)............   Consent of Mays & Valentine contained  
                            in their opinion filed as Exhibit 5 hereto. 
 
Exhibit 24(b)............   Consent of McGladrey & Pullen, Independent  
                            Public Accountants dated September 30, 1994,  
                            filed herewith. 
 
Exhibit 25...............   Powers of Attorney of directors of  
                            Brenco, Incorporated accompanied by a  
                            certified copy of Board Resolutions 
                            relating to such Power of Attorney,  
                            filed herewith. 
  
 
 

                                      7
Exhibit 5
                                                       Exhibit 24(a)

                       September 30, 1994 
 
 
 
 
Brenco, Incorporated 
P. O. Box 389 
Petersburg, Virginia  23804 
 
Gentlemen: 
 
          You propose to file today with the Securities and 
Exchange Commission a registration statement on Form S-8 (the 
"Registration Statement") relating to 600,000 shares of Brenco, 
Incorporated Common Stock, $1.00 par value (the "Common Stock"), 
pursuant to the Company's 1988 Stock Option Plan (the "Plan").  
The shares of Common Stock to be issued by the Company pursuant to 
the Plan will be authorized but unissued shares (the "Shares").   
 
          We have been requested to furnish an opinion regarding 
certain legal matters to be included as an exhibit to the 
Registration Statement.  The opinion set out below is rendered as 
of the date hereof and its applicability on any future date is 
conditioned upon the nonoccurrence of any event which would affect 
the validity of the issuance of Brenco Common Stock covered by the 
Registration Statement. 
 
          In connection with this opinion, we have examined, such 
records and documents as we have deemed relevant and necessary in 
order to render this opinion. 
 
          Subject to the foregoing we are of the opinion that: 
 
          1.   The shares of Common Stock that may be issued by 
the Company under the Plan and that are covered by the 
Registration Statement, when issued for the consideration provided 
for and in the manner and under the conditions set forth in the 
Plan, will be validly issued, fully paid and nonassessable; and 
 
          2.   The Plan is not subject to any provisions of the 
Employee Retirement Security Act of 1974 as amended. 
  
          We consent to the filing of this opinion as an exhibit 
to the Registration Statement and to the reference to us under the 
caption "Interests of Named Experts and Counsel" therein. 
 
                              Very truly yours, 

                              MAYS & VALENTINE
                                      8
Exhibit 24(b) 
 
               CONSENT OF INDEPENDENT ACCOUNTANTS 
 
We consent to the incorporation by reference in this Registration 
Statement on Form S-8, pertaining to the 1988 Stock Option Plan 
of Brenco, Incorporated (the "Company"), of our report dated 
January 31, 1994, on our audits of the consolidated balance 
sheets of the Company and subsidiaries as of December 31, 1993 
and 1992, and the related consolidated statements of income, 
shareholders' equity and cash flows for each of the three years 
in the period ended December 31, 1993, which report is included 
in the Annual Report on Form 10-K of the Company for the fiscal 
year ended December 31, 1993. 
 
We also consent to the reference to our firm under the caption 
"Item 5. Interests of Named Experts and Counsel." 
 

     
                                   McGladrey & Pullen 
 
 
Richmond, Virginia 
September 30, 1994 

                                      9
Exhibit 25

                        POWER OF ATTORNEY 
 
 
          KNOW ALL MEN BY THESE PRESENTS, that each undersigned 
director of BRENCO, INCORPORATED, a corporation organized under 
the laws of the Commonwealth of Virginia (the "Corporation") 
hereby constitutes and appoints Needham B. Whitfield and Jacob M. 
Feichtner (with full power to each of them to act alone) as true 
and lawful attorneys-in-fact and agents for him and on his behalf 
and in his name, place and stead, in any and all capacities, to 
sign, execute and affix his seal to and file with the Securities 
and Exchange Commission (or any other governmental or regulatory 
authority) a Registration Statement on Form S-8 or any other 
appropriate form and all amendments (including post-effective 
amendments) thereto with all exhibits and any and all documents 
required to be filed with respect thereto, relating to the 
registration under the Securities Act of 1933 of 600,000 shares of 
common stock of the Corporation in connection with stock options 
issued by the Corporation under its 1988 Stock Option Plan, as 
amended; granting unto said attorneys, and each of them, full 
power and authority to do and to perform each and every act and 
thing requisite and necessary to be done in and about the premises 
in order to effectuate the same as fully to all intents and 
purposes as he himself might or could do if personally present, 
hereby ratifying and confirming all that said attorneys-in-fact 
and agents, or any of them, may lawfully do or cause to be done by 
virtue hereof. 
 
          IN WITNESS WHEREOF, each undersigned director has 
hereunto set his hand and seal, as of the date specified. 
 
Dated:    July 22, 1994 
 
  
/s/ Needham B. Whitfield           /s/ J. Craig Rice          
Needham B. Whitfield               J. Craig Rice 
 
 
 
/s/ Jacob M. Feichtner             /s/ James M. Wells, III    
Jacob M. Feichtner                 James M. Wells, III 
 
 
 
/s/ Steven M. Johnson              /s/ Frederic W. Yocum, Jr. 
Steven M. Johnson                  Frederic W. Yocum, Jr. 
 
 
/s/ John C. Kenny         
John C. Kenny 
                                      10
BRENCO, INCORPORATED 
 
 
     FURTHER RESOLVED, that each Director or officer who may be 
required to execute the Statement or any related documents or any 
amendments thereto (whether on behalf of the corporation or as an 
officer or director thereof) is hereby authorized to execute a 
power of attorney appointing NEEDHAM B. WHITFIELD and JACOB M. 
FEICHTNER, and each of them, his true and lawful attorneys-in-fact 
and agents, with full power of substitution and resubstitution, to 
execute and deliver the Statement and related documents and 
amendments on his behalf and on behalf of the corporation and to 
act on his behalf and on behalf of the corporation in all matters 
relating to the registration of the Stock under the Act, as fully 
to all intents and purposes as if he himself were personally 
present;   
 
      The undersigned officer certifies that the above-resolution 
was adopted by the Board of Directors of the Registrant on 
July 22, 1994.  
 
 
                                   Brenco, Incorporated  
 
 
 
                                   by: /s/ Jacob M. Feichtner 
                                        Jacob M. Feichtner 
                                        Executive Vice President, 
                                        Secretary and Treasurer 
 

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