As filed with the Securities and Exchange Commission on June 19, 2000

                                 Registration No. 333-__________________

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

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                              _____________

             CENTRAL VERMONT PUBLIC SERVICE CORPORATION
      (Exact Name of Registrant as Specified in its Charter)

Vermont                                                  03-0111290
(State of Incorporation)                               (IRS Employer
                                                     Identification No.)

                            77 Grove Street
                        Rutland, Vermont 05701
                (Address of Principal Executive Offices)
                               _____________

               Central Vermont Public Service Corporation
                   Stock Option Plan for Key Employees
                        (Full Title of the Plan)
                             _____________

                           Joseph M. Kraus
            Central Vermont Public Service Corporation
                           77 Grove Street
                       Rutland, Vermont 05701
                           (802) 747-5429
     (Name, Address and Telephone Number of Agent for Service)

                               Copies to:
                         M. Douglas Dunn, Esq.
                  Milbank, Tweed, Hadley & McCloy LLP
                        1 Chase Manhattan Plaza
                       New York, New York  10005
                            (203) 530-5000
                             _____________

<PAGE>

                    CALCULATION OF REGISTRATION FEE
                   ---------------------------------

<TABLE>
<CAPTION>
<S>                  <C>             <C>             <C>               <C>
                                     Proposed        Proposed
                                     Maximum         Maximum
Title of Securities  Amount to be    Offering Price  Aggregate         Amount of
to be Registered     Registered (1)  Per Share (2)   Offering Price    Registration Fee
---------------------------------------------------------------------------------------
Common Stock
(par value $6.00
per share)           350,000 shares  $10.8125        $3,784,375.       $999.
---------------------------------------------------------------------------------------
</TABLE>

(1)  The registration fee has been computed with respect to the maximum
     number of shares issuable under the plan pursuant to Rule 457(h)(1)
(2)  Estimated solely to calculate the registration fee pursuant to Rule
     457(c) on the basis of the average of the high and low prices
     reported on the New York Stock Exchange on June 12,2000

<PAGE>

     This registration statement registers 350,000 shares of Common
Stock, $6.00 par value per share, of CENTRAL VERMONT PUBLIC SERVICE
CORPORATION (the "Registrant") to be awarded under the Central Vermont
Public Service Corporation Stock Option Plan for Key Employees (the
"Plan").  Documents containing the information required by Part I of the
Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b).  Those documents are not filed with the
Securities and Exchange Commission (the "Commission" either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II

Item 3.  Incorporation of Documents by Reference

     The following documents filed or to be filed by the Registrant with
the Commission are incorporated by reference in this Registration
Statement:

     (a)   Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

     (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.

     (c)  The description of our common stock contained in our
registration statement on Form 8-A filed with the Commission on
September 16, 1981, including the amendment on Form 8-A dated
October 13, 1992.

     (d)  All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and prior to
the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 8.50 through 8.56 of the Vermont Business
Corporation Act, inter alia, generally empower a Vermont
corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding because that such
person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful.  Similar indemnity is authorized for that
person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed
action or suit if that person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise
provides) that person shall not have been adjudged liable to
the corporation.  Any such indemnification may be made only
as authorized in each specific case upon a determination by
the shareholders or disinterested directors or by
independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the
applicable standard of conduct.

     Section 8.57 of the Vermont Business Corporation Act
further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.

     Our By-laws provide that, to the extent legally
permissible, we may indemnify any of our directors, officers
and employees who, as a result of such position, was or is a
party or is threatened to be made a party to any
contemplated, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal against
expenses, actually or reasonable incurred by him or her in
connection with such action, suit or proceeding.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

     4.1    Articles of Association of the Registrant.  (Incorporated by
            reference to Exhibit 3.2 of the Registrant's Annual Report
            on Form 10-K for the year ended December 31, 1992).

     4.2    By-laws of the Registrant.  (Incorporated by reference to
            Exhibit 3.1 of the Registrant's Registration Quarterly
            Report on Form 10-Q for the period ended June 30, 1997).

     5      Legality opinion of Joseph M. Kraus.

     23.1   Consent of Joseph M. Kraus (included in Exhibit 5).

     23.2   Consent of Arthur Andersen LLP.

     24     Power of Attorney (included on signature page).

Item 9.  Undertakings

     We hereby undertake:

     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 (the "Securities Act").

         (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of this registration statement
               (or the most recent post-effective amendment thereof)
               which, individually or in the aggregate, represent a
               fundamental change in the information set forth in this
               registration statement.  Notwithstanding the foregoing,
               any increase or decrease in volume of securities offered
               (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation
               from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in
               the aggregate, the changes in volume and price represent
               no more than 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration
               statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement;

     2.  That, for the purpose of determining any liability
under the Securities Act, 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 unallocated at the termination of the offering;

     4.  That, for purposes of determining any liability
under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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 deeded to be the initial bona fide offering
thereof; and

     5.  Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant 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 Securities 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 Rutland, Vermont on the 19th
day of June, 2000.


                     CENTRAL VERMONT PUBLIC SERVICE
                        CORPORATION


                     By:  /s/  Robert H. Young
                          Robert H. Young
                          President and Chief Executive Officer


                        POWER OF ATTORNEY

     Each person whose signature appears below hereby
authorizes and appoints Joseph M. Kraus and Francis J.
Boyle, or any one of them, as his or her attorney-in-fact,
with full power of substitution and resubstitution to sign
on his or her behalf individually and in each such capacity
stated below any and all amendments and post effective
amendments to this registration statement and any
registration statement of Central Vermont Public Service
Corporation relating  to the Stock Option Plan for Key
Employees filed after the date hereof under the Securities
Act of 1933, as amended, as fully as such person could do in
person, hereby verifying and confirming all that said
attorney-in-fact, or any one of them, or their or his
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed on June
19, 2000 by the following persons in the capacities
indicated:

Name                          Title


/s/ Robert H. Young           President and Chief Executive Officer and
    Robert H. Young           Director

/s/ Francis J. Boyle          Senior Vice President, Chief Financial
    Francis J. Boyle          Officer and Treasurer (Principal
                              Financial Officer)

/s/ John J. Holtman           Vice President, Controller (Principal
    John J. Holtman           Accounting Officer)


/s/  Frederic H. Bertrand     Chairman of the Board and Director
     Frederic H. Bertrand

/s/  Robert L. Barnett        Director
     Robert L. Barnett

/s/  Rhonda L. Brooks         Director
     Rhonda L. Brooks

/s/  Robert G. Clarke         Director
     Robert G. Clarke

/s/  Timothy S. Cobb          Director
     Timothy S. Cobb

/s/  Luther F. Hackett        Director
     Luther F. Hackett

/s/  Patrick J. Martin        Director
     Patrick J. Martin

/s/  Mary Alice McKenzie      Director
     Mary Alice McKenzie

/s/  Janice L. Scites         Director
     Janice L. Scites

<PAGE>
                          EXHIBIT INDEX
                          --------------

Exhibit
  No.                Document
------               -------------

4.1                  Articles of Association of the Registrant.
                     (Incorporated by reference to Exhibit
                     3.2 of the Registrant's Annual Report on Form 10-K
                     for the year ended December 31, 1992).

4.2                  By-laws of the Registrant.  (Incorporated by
                     reference to Exhibit 3.1 of the Registrant's
                     Registration Quarterly Report on Form 10-Q for the
                     period ended June 30, 1997).

5*                   Legality opinion of Joseph M. Kraus

23.1                 Consent of Joseph M. Kraus (included in Exhibit 5)

23.2*                Consent of Arthur Andersen LLP

24                   Power of Attorney (included on signature page)


* = included herewith
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 16334}]
{"company-data": {"conformed-name": "CENTRAL VERMONT PUBLIC SERVICE CORP", "cik": "0000018808", "assigned-sic": "4911", "irs-number": "030111290", "state-of-incorporation": "VT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39664", "film-number": "657411"}, "business-address": {"street1": "77 GROVE ST", "city": "RUTLAND", "state": "VT", "zip": "05701", "phone": "8027732711"}}
As filed with the Securities and Exchange Commission on June 19, 2000

                                 Registration No. 333-__________________

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

                              FORM S-8
                       REGISTRATION STATEMENT
                               UNDER
                     THE SECURITIES ACT OF 1933
                              _____________

             CENTRAL VERMONT PUBLIC SERVICE CORPORATION
      (Exact Name of Registrant as Specified in its Charter)

Vermont                                                  03-0111290
(State of Incorporation)                               (IRS Employer
                                                     Identification No.)

                            77 Grove Street
                        Rutland, Vermont 05701
                (Address of Principal Executive Offices)
                               _____________

               Central Vermont Public Service Corporation
                   Stock Option Plan for Key Employees
                        (Full Title of the Plan)
                             _____________

                           Joseph M. Kraus
            Central Vermont Public Service Corporation
                           77 Grove Street
                       Rutland, Vermont 05701
                           (802) 747-5429
     (Name, Address and Telephone Number of Agent for Service)

                               Copies to:
                         M. Douglas Dunn, Esq.
                  Milbank, Tweed, Hadley & McCloy LLP
                        1 Chase Manhattan Plaza
                       New York, New York  10005
                            (203) 530-5000
                             _____________
CALCULATION OF REGISTRATION FEE
                   ---------------------------------
Proposed        Proposed
                                     Maximum         Maximum
Title of Securities  Amount to be    Offering Price  Aggregate         Amount of
to be Registered     Registered (1)  Per Share (2)   Offering Price    Registration Fee
---------------------------------------------------------------------------------------
Common Stock
(par value $6.00
per share)           350,000 shares  $10.8125        $3,784,375.       $999.
---------------------------------------------------------------------------------------
(1)  The registration fee has been computed with respect to the maximum
     number of shares issuable under the plan pursuant to Rule 457(h)(1)
(2)  Estimated solely to calculate the registration fee pursuant to Rule
     457(c) on the basis of the average of the high and low prices
     reported on the New York Stock Exchange on June 12,2000
This registration statement registers 350,000 shares of Common
Stock, $6.00 par value per share, of CENTRAL VERMONT PUBLIC SERVICE
CORPORATION (the "Registrant") to be awarded under the Central Vermont
Public Service Corporation Stock Option Plan for Key Employees (the
"Plan").  Documents containing the information required by Part I of the
Registration Statement will be sent or given to participants in the Plan
as specified by Rule 428(b).  Those documents are not filed with the
Securities and Exchange Commission (the "Commission" either as part of
this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II

Item 3.  Incorporation of Documents by Reference

     The following documents filed or to be filed by the Registrant with
the Commission are incorporated by reference in this Registration
Statement:

     (a)   Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.

     (b)  Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.

     (c)  The description of our common stock contained in our
registration statement on Form 8-A filed with the Commission on
September 16, 1981, including the amendment on Form 8-A dated
October 13, 1992.

     (d)  All documents filed by us with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after the date hereof and prior to
the filing of a post-effective amendment to this registration statement
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interest of Named Experts and Counsel

     Not applicable.

Item 6.  Indemnification of Directors and Officers

     Sections 8.50 through 8.56 of the Vermont Business
Corporation Act, inter alia, generally empower a Vermont
corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding because that such
person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he
acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interest of the
corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful.  Similar indemnity is authorized for that
person against expense (including attorneys' fees) actually
and reasonably incurred in connection with the defense or
settlement of any such threatened, pending or completed
action or suit if that person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provided further that
(unless a court of competent jurisdiction otherwise
provides) that person shall not have been adjudged liable to
the corporation.  Any such indemnification may be made only
as authorized in each specific case upon a determination by
the shareholders or disinterested directors or by
independent legal counsel in a written opinion that
indemnification is proper because the indemnitee has met the
applicable standard of conduct.

     Section 8.57 of the Vermont Business Corporation Act
further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director,
officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would
otherwise have the power to indemnify him under Section 8.50
through 8.56.

     Our By-laws provide that, to the extent legally
permissible, we may indemnify any of our directors, officers
and employees who, as a result of such position, was or is a
party or is threatened to be made a party to any
contemplated, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal against
expenses, actually or reasonable incurred by him or her in
connection with such action, suit or proceeding.

Item 7.  Exemption From Registration Claimed

     Not applicable.

Item 8.  List of Exhibits

     4.1    Articles of Association of the Registrant.  (Incorporated by
            reference to Exhibit 3.2 of the Registrant's Annual Report
            on Form 10-K for the year ended December 31, 1992).

     4.2    By-laws of the Registrant.  (Incorporated by reference to
            Exhibit 3.1 of the Registrant's Registration Quarterly
            Report on Form 10-Q for the period ended June 30, 1997).

     5      Legality opinion of Joseph M. Kraus.

     23.1   Consent of Joseph M. Kraus (included in Exhibit 5).

     23.2   Consent of Arthur Andersen LLP.

     24     Power of Attorney (included on signature page).

Item 9.  Undertakings

     We hereby undertake:

     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 (the "Securities Act").

         (ii)  To reflect in the prospectus any facts or events arising
               after the effective date of this registration statement
               (or the most recent post-effective amendment thereof)
               which, individually or in the aggregate, represent a
               fundamental change in the information set forth in this
               registration statement.  Notwithstanding the foregoing,
               any increase or decrease in volume of securities offered
               (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation
               from the low or high and of the estimated maximum
               offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in
               the aggregate, the changes in volume and price represent
               no more than 20 percent change in the maximum aggregate
               offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration
               statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if this registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this
registration statement;

     2.  That, for the purpose of determining any liability
under the Securities Act, 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 unallocated at the termination of the offering;

     4.  That, for purposes of determining any liability
under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act 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 deeded to be the initial bona fide offering
thereof; and

     5.  Insofar as indemnification for liabilities arising
under the Securities Act 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 Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant 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 Securities 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 Rutland, Vermont on the 19th
day of June, 2000.

                     CENTRAL VERMONT PUBLIC SERVICE
                        CORPORATION

                     By:  /s/  Robert H. Young
                          Robert H. Young
                          President and Chief Executive Officer

                        POWER OF ATTORNEY

     Each person whose signature appears below hereby
authorizes and appoints Joseph M. Kraus and Francis J.
Boyle, or any one of them, as his or her attorney-in-fact,
with full power of substitution and resubstitution to sign
on his or her behalf individually and in each such capacity
stated below any and all amendments and post effective
amendments to this registration statement and any
registration statement of Central Vermont Public Service
Corporation relating  to the Stock Option Plan for Key
Employees filed after the date hereof under the Securities
Act of 1933, as amended, as fully as such person could do in
person, hereby verifying and confirming all that said
attorney-in-fact, or any one of them, or their or his
substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed on June
19, 2000 by the following persons in the capacities
indicated:

Name                          Title

/s/ Robert H. Young           President and Chief Executive Officer and
    Robert H. Young           Director

/s/ Francis J. Boyle          Senior Vice President, Chief Financial
    Francis J. Boyle          Officer and Treasurer (Principal
                              Financial Officer)

/s/ John J. Holtman           Vice President, Controller (Principal
    John J. Holtman           Accounting Officer)

/s/  Frederic H. Bertrand     Chairman of the Board and Director
     Frederic H. Bertrand

/s/  Robert L. Barnett        Director
     Robert L. Barnett

/s/  Rhonda L. Brooks         Director
     Rhonda L. Brooks

/s/  Robert G. Clarke         Director
     Robert G. Clarke

/s/  Timothy S. Cobb          Director
     Timothy S. Cobb

/s/  Luther F. Hackett        Director
     Luther F. Hackett

/s/  Patrick J. Martin        Director
     Patrick J. Martin

/s/  Mary Alice McKenzie      Director
     Mary Alice McKenzie

/s/  Janice L. Scites         Director
     Janice L. Scites
EXHIBIT INDEX
                          --------------

Exhibit
  No.                Document
------               -------------

4.1                  Articles of Association of the Registrant.
                     (Incorporated by reference to Exhibit
                     3.2 of the Registrant's Annual Report on Form 10-K
                     for the year ended December 31, 1992).

4.2                  By-laws of the Registrant.  (Incorporated by
                     reference to Exhibit 3.1 of the Registrant's
                     Registration Quarterly Report on Form 10-Q for the
                     period ended June 30, 1997).

5*                   Legality opinion of Joseph M. Kraus

23.1                 Consent of Joseph M. Kraus (included in Exhibit 5)

23.2*                Consent of Arthur Andersen LLP

24                   Power of Attorney (included on signature page)

* = included herewith