FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         The Providence Journal Company
             (Exact name of registrant as specified in its charter)

                    Delaware                            05-0481966
          (State or other jurisdiction of             I.R.S. Employer
          incorporation or organization)             Identification No.

                    75 Fountain Street, Providence, RI 02902
               (Address of Principal Executive Offices) (Zip Code)

                         The Providence Journal Company
                               Stock Purchase Plan
                            (Full title of the plan)

                              John L. Hammond, Esq.
         Vice President - General Counsel & Chief Administrative Officer
                         The Providence Journal Company
                               75 Fountain Street
                              Providence, RI 02902
                     (Name and address of agent for service)

                                 (401) 277-7031
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                   Laura N. Wilkinson, Esq., Edwards & Angell
                 2700 Hospital Trust Tower, Providence, RI 02903

                         CALCULATION OF REGISTRATION FEE


                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate          Amount of
to be            Amount to be       price per     offering          registration
registered       registered(1)(2)                 share(3)price(3)      fee


Class A          20,000              $15.94       $318,800           $110.00
Common Stock,    shares
$1.00 par
value(4)


(1) The shares of Common Stock being registered  consist of the estimated number
of shares which may be purchased by the Agent over a period of one year from the
effective date hereof. The estimated number of shares is 20,000.

(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(3) This calculation is made solely for the purpose of determining the amount of
the  registration  fee and is based upon a price of $15.94 per share,  which was
the average high and low prices of Common Stock reported on July 10, 1996.

(4) The Class A Common Stock registered  hereunder includes the associated Class
A Rights.


<PAGE>





                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  the  Company  are  incorporated  in  this  Registration
Statement by reference:


        1.  The  Company's  Prospectus  dated  June  24,  1996  filed  with  the
        Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange
        Act of 1934, as amended.

        2. The  Company's  Quarterly  Report on Form 10-Q for the quarter  ended
        March 31, 1996, as amended by Form 10-Q/A dated June 11, 1996.

        3.  The Company's Current Report on Form 8-K dated May 8, 1996.

        4.  The  description  of the  Class  A  Common  Stock  contained  in the
        Company's  Registration  Statement on Form 8-A dated  September 29, 1995
        and any  amendment  or report  filed for the  purpose of  updating  such
        description.

        5.  The  description  of the  Class  A  Common  Stock  contained  in the
        Company's  Registration  Statement on Form 8-A dated May 8, 1996 and any
        amendment or report filed for the purpose of updating such description.

      Such  incorporation  by  reference  shall not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

      All other documents  filed with the Commission by the Company  pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration  Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement and such  documents  shall be deemed to be a part hereof from the date
of  filing of such  documents.  Any  statement  contained  in this  Registration
Statement  or  in a  document  incorporated  or  deemed  to be  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


      The validity of shares of Common Stock offered  hereby will be passed upon
for the Company by Edwards & Angell,  Providence,  Rhode Island. Partners and of
counsel attorneys of Edwards & Angell own 50,310 shares of the Company. Benjamin
P.  Harris,  III, a Director of the  Company,  is a senior  partner of Edwards &
Angell and  beneficially  owns  21,150  and 21,600  shares of the Class A Common
Stock and the Class B Common Stock, respectively.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General  Corporation Law ("DGCL")  provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a Director,  officer,  employee or agent of the Registrant may and,
in certain cases, must be indemnified by the Registrant  against, in the case of
a  non-derivative  action,  judgments,  fines,  amounts paid in  settlement  and
reasonable expenses  (including  attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's  fees),  if in either  type of action he acted in good faith and in a
manner he reasonably  believed to be in and not opposed to the best interests of
the Registrant.  This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the Director, officer, employee or agent
is liable to the  Registrant,  unless  upon court order it is  determined  that,
despite such adjudication of liability,  but in view of all the circumstances of
the case, he is fairly and reasonably  entitled to indemnity for expenses,  and,
in a non-derivative  action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

        Article VIII of the  Registrant's  By-Laws in effect  provides  that the
Registrant  shall  indemnify each person who is or was an officer or Director of
the Registrant to the fullest extent permitted by Section 145 of the DGCL.

        Section 10 of the  Registrant's  Certificate of  Incorporation  provides
that no Director of the Registrant shall be personally  liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except (I) for any breach of the duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involved
intentional  misconduct or knowing  violations of law, (iii) for any transaction
from  which the  Director  derived an  improper  personal  benefit  and (iv) for
liability under Section 174 of the DGCL relating to certain  unlawful  dividends
and stock repurchases.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER               DESCRIPTION OF EXHIBIT

4(a)                The Providence Journal Company Stock Purchase Plan

4(b)                Restated Articles of  Incorporation,  as amended and By-laws
                    of the Registrant (incorporated by reference to Exhibits 3.1
                    and 3.2 of the Registrant's  Amendment No. 1 to Registration
                    Statement  on Form S-1  dated May 31,  1996.) 5  Opinion  of
                    Edwards & Angell re: legality

5                   Opinion of Edwards & Angell re: Legality

23(a)               Independent Auditors' Consent - KPMG Peat Marwick LLP

23(b)               Independent Auditors' Consent - Deloitte & Touche LLP

23(c)                Consent of Edwards & Angell (included in Exhibit 5)

24                  Powers of  Attorney  (included  on  signature  pages to this
                    Registration Statement)

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

      (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 further 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  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,  officers and controlling  persons of
the Registrant pursuant to the Registrant's bylaws, 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
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 Providence, State of Rhode Island, on July 17, 1996.

                                                 THE PROVIDENCE JOURNAL COMPANY


                                                 By: /s/  Stephen Hamblett
                                                     Stephen Hamblett
                                                     Chairman of the Board
                                                     and Chief Executive Officer


      Each person whose signature appears below hereby  constitutes and appoints
the   Chairman   of  the   Board   and  Chief   Executive   Officer,   the  Vice
President-General   Counsel  &  Chief   Administrative   Officer   or  the  Vice
President-Finance and Chief Financial Officer, or any one of them, acting alone,
as his true and  lawful  attorney-in-fact,  with  full  power and  authority  to
execute  in the  name,  place  and  stead  of each  such  person  in any and all
capacities and to file, an amendment or amendments to the Registration Statement
(and all exhibits thereto) and any documents relating thereto,  which amendments
may make such changes in the Registration  Statement as said officer or officers
so acting deem(s) advisable.

      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 July 17, 1996.

      Signatures                                     Title


/s/ Stephen Hamblett                            Director; Chairman of
Stephen Hamblett                                the Board and Chief
                                                Executive Officer
                                                (principal executive
                                                officer)


/s/Thomas N. Matlack                            Vice President-Finance
 Thomas N. Matlack                              and Chief Financial Officer
                                                (principal financial officer
                                                and accounting officer)


/s/ F. Remington Ballou                         Director
F. Remington Ballou



/s/ Henry P. Becton, Jr                         Director
Henry P. Becton, Jr.


/s/ Fanchon M. Burnham                          Director
Fanchon M. Burnham



/s/ Kay K. Clarke                               Director
Kay K. Clarke



/s/ Peter B. Freeman                            Director
Peter B. Freeman



/s/ Benjamin P. Harris, III                     Director
Benjamin P. Harris, III



Paul A. Maeder                                  Director


/s/ Trygve E. Myhren                            Director
Trygve E. Myhren



/s/ John W. Rosenblum                           Director
John W. Rosenblum



/s/ W. Nicholas Thorndike                       Director
W. Nicholas Thorndike



/s/ John W. Wall                                Director
John W. Wall



/s/ Patrick R. Wilmerding                       Director
Patrick R. Wilmerding
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FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         The Providence Journal Company
             (Exact name of registrant as specified in its charter)

                    Delaware                            05-0481966
          (State or other jurisdiction of             I.R.S. Employer
          incorporation or organization)             Identification No.

                    75 Fountain Street, Providence, RI 02902
               (Address of Principal Executive Offices) (Zip Code)

                         The Providence Journal Company
                               Stock Purchase Plan
                            (Full title of the plan)

                              John L. Hammond, Esq.
         Vice President - General Counsel & Chief Administrative Officer
                         The Providence Journal Company
                               75 Fountain Street
                              Providence, RI 02902
                     (Name and address of agent for service)

                                 (401) 277-7031
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                   Laura N. Wilkinson, Esq., Edwards & Angell
                 2700 Hospital Trust Tower, Providence, RI 02903

                         CALCULATION OF REGISTRATION FEE

                                    Proposed      Proposed
Title of                            maximum       maximum
securities                          offering      aggregate          Amount of
to be            Amount to be       price per     offering          registration
registered       registered(1)(2)                 share(3)price(3)      fee

Class A          20,000              $15.94       $318,800           $110.00
Common Stock,    shares
$1.00 par
value(4)

(1) The shares of Common Stock being registered  consist of the estimated number
of shares which may be purchased by the Agent over a period of one year from the
effective date hereof. The estimated number of shares is 20,000.

(2) In addition,  pursuant to Rule 416(c) under the Securities Act of 1933, this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.

(3) This calculation is made solely for the purpose of determining the amount of
the  registration  fee and is based upon a price of $15.94 per share,  which was
the average high and low prices of Common Stock reported on July 10, 1996.

(4) The Class A Common Stock registered  hereunder includes the associated Class
A Rights.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  the  Company  are  incorporated  in  this  Registration
Statement by reference:

        1.  The  Company's  Prospectus  dated  June  24,  1996  filed  with  the
        Commission on June 25, 1996 under Rule 424(b) of the Securities Exchange
        Act of 1934, as amended.

        2. The  Company's  Quarterly  Report on Form 10-Q for the quarter  ended
        March 31, 1996, as amended by Form 10-Q/A dated June 11, 1996.

        3.  The Company's Current Report on Form 8-K dated May 8, 1996.

        4.  The  description  of the  Class  A  Common  Stock  contained  in the
        Company's  Registration  Statement on Form 8-A dated  September 29, 1995
        and any  amendment  or report  filed for the  purpose of  updating  such
        description.

        5.  The  description  of the  Class  A  Common  Stock  contained  in the
        Company's  Registration  Statement on Form 8-A dated May 8, 1996 and any
        amendment or report filed for the purpose of updating such description.

      Such  incorporation  by  reference  shall not be  deemed  to  specifically
incorporate  by  reference  the  information  referred to in Item  402(a)(8)  of
Regulation S-K.

      All other documents  filed with the Commission by the Company  pursuant to
Section 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 (the
"Exchange Act") subsequent to the date of this Registration  Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement and such  documents  shall be deemed to be a part hereof from the date
of  filing of such  documents.  Any  statement  contained  in this  Registration
Statement  or  in a  document  incorporated  or  deemed  to be  incorporated  by
reference  herein shall be deemed to be modified or  superseded  for purposes of
this Registration  Statement to the extent that a statement  contained herein or
in any  other  subsequently  filed  document  which  also is or is  deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      The validity of shares of Common Stock offered  hereby will be passed upon
for the Company by Edwards & Angell,  Providence,  Rhode Island. Partners and of
counsel attorneys of Edwards & Angell own 50,310 shares of the Company. Benjamin
P.  Harris,  III, a Director of the  Company,  is a senior  partner of Edwards &
Angell and  beneficially  owns  21,150  and 21,600  shares of the Class A Common
Stock and the Class B Common Stock, respectively.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Section 145 of the Delaware General  Corporation Law ("DGCL")  provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a Director,  officer,  employee or agent of the Registrant may and,
in certain cases, must be indemnified by the Registrant  against, in the case of
a  non-derivative  action,  judgments,  fines,  amounts paid in  settlement  and
reasonable expenses  (including  attorney's fees) incurred by him as a result of
such action, and in the case of a derivative action, against expenses (including
attorney's  fees),  if in either  type of action he acted in good faith and in a
manner he reasonably  believed to be in and not opposed to the best interests of
the Registrant.  This indemnification does not apply, in a derivative action, to
matters as to which it is adjudged that the Director, officer, employee or agent
is liable to the  Registrant,  unless  upon court order it is  determined  that,
despite such adjudication of liability,  but in view of all the circumstances of
the case, he is fairly and reasonably  entitled to indemnity for expenses,  and,
in a non-derivative  action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.

        Article VIII of the  Registrant's  By-Laws in effect  provides  that the
Registrant  shall  indemnify each person who is or was an officer or Director of
the Registrant to the fullest extent permitted by Section 145 of the DGCL.

        Section 10 of the  Registrant's  Certificate of  Incorporation  provides
that no Director of the Registrant shall be personally  liable to the Registrant
or its  stockholders  for  monetary  damages for breach of  fiduciary  duty as a
Director,  except (I) for any breach of the duty of loyalty to the Registrant or
its stockholders, (ii) for acts or omissions not in good faith or which involved
intentional  misconduct or knowing  violations of law, (iii) for any transaction
from  which the  Director  derived an  improper  personal  benefit  and (iv) for
liability under Section 174 of the DGCL relating to certain  unlawful  dividends
and stock repurchases.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

EXHIBIT
NUMBER               DESCRIPTION OF EXHIBIT

4(a)                The Providence Journal Company Stock Purchase Plan

4(b)                Restated Articles of  Incorporation,  as amended and By-laws
                    of the Registrant (incorporated by reference to Exhibits 3.1
                    and 3.2 of the Registrant's  Amendment No. 1 to Registration
                    Statement  on Form S-1  dated May 31,  1996.) 5  Opinion  of
                    Edwards & Angell re: legality

5                   Opinion of Edwards & Angell re: Legality

23(a)               Independent Auditors' Consent - KPMG Peat Marwick LLP

23(b)               Independent Auditors' Consent - Deloitte & Touche LLP

23(c)                Consent of Edwards & Angell (included in Exhibit 5)

24                  Powers of  Attorney  (included  on  signature  pages to this
                    Registration Statement)

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

      (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 further 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  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,  officers and controlling  persons of
the Registrant pursuant to the Registrant's bylaws, 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
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 Providence, State of Rhode Island, on July 17, 1996.

                                                 THE PROVIDENCE JOURNAL COMPANY

                                                 By: /s/  Stephen Hamblett
                                                     Stephen Hamblett
                                                     Chairman of the Board
                                                     and Chief Executive Officer

      Each person whose signature appears below hereby  constitutes and appoints
the   Chairman   of  the   Board   and  Chief   Executive   Officer,   the  Vice
President-General   Counsel  &  Chief   Administrative   Officer   or  the  Vice
President-Finance and Chief Financial Officer, or any one of them, acting alone,
as his true and  lawful  attorney-in-fact,  with  full  power and  authority  to
execute  in the  name,  place  and  stead  of each  such  person  in any and all
capacities and to file, an amendment or amendments to the Registration Statement
(and all exhibits thereto) and any documents relating thereto,  which amendments
may make such changes in the Registration  Statement as said officer or officers
so acting deem(s) advisable.

      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 July 17, 1996.

      Signatures                                     Title

/s/ Stephen Hamblett                            Director; Chairman of
Stephen Hamblett                                the Board and Chief
                                                Executive Officer
                                                (principal executive
                                                officer)

/s/Thomas N. Matlack                            Vice President-Finance
 Thomas N. Matlack                              and Chief Financial Officer
                                                (principal financial officer
                                                and accounting officer)

/s/ F. Remington Ballou                         Director
F. Remington Ballou

/s/ Henry P. Becton, Jr                         Director
Henry P. Becton, Jr.

/s/ Fanchon M. Burnham                          Director
Fanchon M. Burnham

/s/ Kay K. Clarke                               Director
Kay K. Clarke

/s/ Peter B. Freeman                            Director
Peter B. Freeman

/s/ Benjamin P. Harris, III                     Director
Benjamin P. Harris, III

Paul A. Maeder                                  Director

/s/ Trygve E. Myhren                            Director
Trygve E. Myhren

/s/ John W. Rosenblum                           Director
John W. Rosenblum

/s/ W. Nicholas Thorndike                       Director
W. Nicholas Thorndike

/s/ John W. Wall                                Director
John W. Wall

/s/ Patrick R. Wilmerding                       Director
Patrick R. Wilmerding