As filed with the Securities and Exchange Commission on August 14, 1995

                                                   Registration No. _________

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                               CFX CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

           New Hampshire                               02-0402421
   (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          102 Main Street
       Keene, New Hampshire                               03431
           (603)352-2502                               (Zip Code)
      (Address of Principal 
        Executive Offices) 

                               CFX CORPORATION
                           1995 STOCK OPTION PLAN
                          (Full title of the Plan)

                               Peter J. Baxter
                   President and Chief Executive Officer
                               CFX Corporation
                               102 Main Street
                         Keene, New Hampshire  03431
                               (603) 352-2502
            (Name, Address, Telephone Number, Including Area Code
                      of Agent for Service of Process)

                         Copy of Communications to:

                           Paul C. Remus, Esquire
                          Devine, Millimet & Branch
                           Professional Association
                              111 Amherst Street
                       Manchester, New Hampshire  03105

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                       Proposed
                                                Proposed               Maximum
Title of Securities            Amount to        Maximum Offering       Aggregate         Amount of
to be Registered               be Registered    Price Per Share(1)     Offering Price    Registration Fee

<S>                            <C>              <C>                    <C>               <C>
Common Stock
 66 2/3 cents par value,
 Issued Pursuant               337,500          $17.31                 $5,842,969        $2,014.82
 to 1995 Stock Option          Shares
 Plan

<FN>
(1)  Calculated in accordance with Rule 457(h)(1) and Rule 457(c) on the 
     basis of the average of the high ($17 5/8) and low ($16 3/4) prices of the 
     Common Stock of CFX Corporation on August 10, 1995 reported on the
     American Stock Exchange.
</FN>
                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed by the registrant with the Securities and 
Exchange Commission (the "Commission") are incorporated in and made a part of 
this registration statement by reference as of their respective dates:

      (1)  The Registrant's Annual Report filed on Form 10-K for the fiscal 
year ended December 31, 1994.

      (2)  The Registrant's Quarterly Report filed on Form 10-Q for the 
quarter ended March 31, 1995.  

      (3)  The Registrants's Current Report on Form 8-K filed on June 19, 
1995.

      (4)  The description of the Registrant's Common Stock contained in a 
Registration Statement filed by Cheshire Financial Corporation (now known as 
CFX Corporation) on Form 8-A, dated November 3, 1990, and any amendment or 
report filed for the purpose of updating such description.  

      All documents hereinafter filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 ("1934 Act"), prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, will be deemed to be 
incorporated by reference and to be a part hereof from the date of filing of 
such documents. 

Item 4. Description of Securities.

      A description of the Registrant's Common Stock to be offered is not 
provided in this registration statement because such class of the 
Registrant's securities is registered under Section 12 of the 1934 Act.  

Item 5. Interests of Named Experts and Counsel.

      Neither the Registrant's independent auditors, Wolf & Company, P.C. and 
Ernst & Young LLP, nor the Registrant's counsel, Devine, Millimet & Branch, 
Professional Association, nor any individual employed by or associated with 
such firm or individual in a professional capacity, was employed by the 
Registrant in connection with matters described in this registration 
statement on a contingent basis or has, or is to receive in connection with 
the offering, a substantial interest, direct or indirect, in the Registrant 
or any of its subsidiaries or was connected with the Registrant or any of its 
subsidiaries as a promoter, managing underwriter (or any principal 
underwriter, if there are no managing underwriters), voting trustee, 
director, officer or employee.  

Item 6. Indemnification of Directors and Officers.

      Under New Hampshire law, a corporation has the power to indemnify any 
director or officer or former director or officer of the corporation, or any 
person who may have served, at its request, as a director of officer of 
another corporation, against expenses actually and reasonably incurred by him 
in connection with any threatened, pending or completed action, suit or 
proceeding, civil, criminal, administrative or investigative, in which he is 
a party or is threatened to be made a party by reason of being or having been 
such director or officer, if he 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, with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.

      The Registrant's By-Laws contain the following provision in connection 
with indemnification of directors and officers.

                 Any person, or the heirs, executors, or administrators of any
      such person, who has been made a party to any action, suit or proceeding
      by reason of the fact that such party, or person whose legal representa-
      tive or successor such party is, was or is a director, officer or
      employee of the Corporation or of any corporation, partnership, firm
      or organization which that person serves or has served in any such
      capacity at the request of the Corporation, may be indemnified and
      reimbursed by the Corporation for expenses, including attorneys' fees,
      and for such amount of any judgement, money decree, fine, penalty or
      settlement for which that person may have become liable as the Board of
      Directors may deem reasonable, but only to the extent actually incurred
      by such person in connection with the defense or the reasonable
      settlement of any such action, suit or proceeding, or any appeal
      therein; provided, however, that no person shall be so indemnified or
      reimbursed in relation to any matter as to which such party, or the
      person whose legal representative or successor such party is, is finally
      adjudged in such action, suit or proceeding not to have acted in good
      faith in the reasonable belief that the action or failure to act of the
      person was in the best interest of the Corporation; and provided further
      that no person shall be so indemnified or reimbursed in respect of any
      such action, suit or proceeding which has been made the subject of a
      compromise settlement except with the approval of a court of competent
      jurisdiction or a majority of the Board of Directors exclusive of those
      Directors who are parties to the same or substantially the same action,
      suit or proceeding.  The foregoing right of indemnification and
      reimbursement shall not be exclusive of other rights of indemnification
      and reimbursement shall not be exclusive of other rights to which such 
      person, or the heirs, executors or administrators of that person may be 
      entitled as a matter of law.

      Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the 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.  

Item 7. Exemption from Registration Claimed.

      As no restricted securities will be reoffered or resold pursuant to 
this registration statement, this item is not applicable.  

Item 8. Exhibits.

                Exhibit Index

Number          Exhibit

 *4.1           Articles of Incorporation and By-Laws of CFX Corporation,         
                as amended.

  5.1 and 23.1  Opinion and Consent of Devine, Millimet & Branch,         
                Professional Association  

 10.1           Lease dated February 14, 1995, by and between Duffy Wall
                Street L.L.C. and CFX Bank.

 23.2           Consent of Wolf & Company, P.C. 

 23.3           Consent of Ernst & Young LLP

 24.l           Power of Attorney (See page preceding Signature Page)

 99.1           CFX Corporation 1995 Stock Option Plan

 99.2           Stock Option Agreement Forms 

    99.2.1      Form of Incentive Stock Option Agreement

    99.2.2      Form of Non-Qualifying Stock Option Agreement

 99.3           List of Companies Whose Employees are Eligible to Participate
                in CFX Corporation 1995 Stock Option Plan
                                                                         
*  Incorporated herein by reference to Exhibit 3 to the Registration 
   Statement on Form S-4 of the Registrant, No. 33-56875 effective January 13,
   1995.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represents a fundamental change in the
                 information set forth in the registration statement;

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

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not 
apply to the extent that the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

                              POWER OF ATTORNEY

      Each of CFX Corporation (the "Company") and the undersigned Officers and
Directors thereof whose signatures appear below hereby makes, constitutes and 
appoints Peter J. Baxter and Mark A. Gavin and each of them acting 
individually, its and his or her true and lawful attorneys with power to act 
without any other and with full power of substitution, to execute, deliver 
and file in its or his or her name and on its or his or her behalf, and in 
each of the undersigned Officers' and Directors' capacity or capacities shown 
below, this Registration Statement and any and all documents in support of 
this Registration Statement or supplemental thereto, and any and all 
amendments, including any and all post-effective amendments to the foregoing; 
and each of the Company and said Officers and Directors hereby grants to said 
attorneys, and to any one or more of them, full power and authority to do and 
perform each and every act and thing whatsoever as said attorneys or attorney 
may deem necessary or advisable to carry out fully the intent of this Power 
of Attorney to the same extent and with the same effect as the Company might 
or could do, and as each of said Officers and Directors might or could do 
personally in his or her capacity or capacities as aforesaid, and each of the 
Company and said Officers and Directors hereby ratifies, confirms and 
approves all acts and things which said attorneys or attorney might do or 
cause to be done by virtue of this Power of Attorney and its or his or her 
signature as the same may be signed by said attorneys or attorney, or any one 
or more of them to this Registration Statement and any and all amendments 
thereto, including any and all post-effective amendments to the foregoing.

      IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be 
signed on its behalf, and each of the undersigned Officers and Directors 
thereof in the capacity or capacities noted has hereunto set his or her hand, 
on the dates indicated below.

                                       CFX CORPORATION

Dated: June 13, 1995                   By: /s/ Peter J. Baxter              
                                           Peter J. Baxter, President and
                                           Chief Executive Officer


Name                           Title                      Date  


/s/ Richard B. Baybutt         Director                   June 13, 1995
Richard B. Baybutt

/s/ Peter J. Baxter            Director                   June 13, 1995
Peter J. Baxter                President and Chief
                               Executive Officer
                               (Principal
                               Executive Officer)

/s/ Christopher V. Bean        Director                   June 13, 1995
Christopher V. Bean

/s/ Calvin L. Frink            Director                   June 13, 1995
Calvin L. Frink                Executive Vice
                               President

/s/ Eugene E. Gaffey           Director                   June 13, 1995
Eugene E. Gaffey 

/s/ Mark A. Gavin              Chief Financial            June 13, 1995
Mark A. Gavin                  Officer (Principal
                               Financial Officer)

/s/ Elizabeth Sears Hager      Director                   June 13, 1995
Elizabeth Sears Hager

/s/ Douglas S. Hatfield, Jr.   Director                   June 13, 1995
Douglas S. Hatfield, Jr.       

/s/ Phillip A. Mason           Director                   June 13, 1995
Phillip A. Mason

/s/ Emerson H. O'Brien         Director                   June 13, 1995
Emerson H. O'Brien

/s/ L. William Slanetz         Director                   June 13, 1995
L. William Slanetz 

/s/ Gregg R. Tewksbury         Corporate Controller       June 13, 1995
Gregg R. Tewksbury             (Principal Accounting 
                               Officer)


                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Keene, State of New Hampshire on 
July 21, 1995.

                                       CFX CORPORATION
 
                                       By: /s/
                                       Mark A. Gavin, Chief Financial 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 and on the date indicated.

 ........................................................
Principal Executive Officer:                           :
                                                       :
Peter J. Baxter, President and Chief Executive Officer :
                                                       :
Principal Financial Officer:                           :
                                                       :
Mark A. Gavin, Chief Financial Officer                 :
                                                       :
Principal Accounting Officer:                          :
                                                       :
Gregg R. Tewksbury, Corporate Controller               :\ By /s/_______________
                                                       :/    Mark A. Gavin
Directors:                                             :     Chief Financial
                                                       :     Officer
Richard B. Baybutt                                     :
Peter J. Baxter                                        :
Christopher V. Bean                                    :
Calvin L. Frink                                        :
Eugene E. Gaffey                                       :
Elizabeth Sears Hager                                  :
Douglas S. Hatfield, Jr.                               :
Phillip A. Mason                                       :
Emerson H. O'Brien                                     :
L. William Slanetz                                     :
 ........................................................
 





</TABLE>
[{"type": "S-8", "sequence": "1", "description": "BODY OF FORM S-8", "secsgml_size_bytes": 19820}]
As filed with the Securities and Exchange Commission on August 14, 1995

                                                   Registration No. _________

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                               CFX CORPORATION
            (Exact Name of Registrant as Specified in its Charter)

           New Hampshire                               02-0402421
   (State or Other Jurisdiction          (I.R.S. Employer Identification No.)
of Incorporation or Organization)

          102 Main Street
       Keene, New Hampshire                               03431
           (603)352-2502                               (Zip Code)
      (Address of Principal 
        Executive Offices) 

                               CFX CORPORATION
                           1995 STOCK OPTION PLAN
                          (Full title of the Plan)

                               Peter J. Baxter
                   President and Chief Executive Officer
                               CFX Corporation
                               102 Main Street
                         Keene, New Hampshire  03431
                               (603) 352-2502
            (Name, Address, Telephone Number, Including Area Code
                      of Agent for Service of Process)

                         Copy of Communications to:

                           Paul C. Remus, Esquire
                          Devine, Millimet & Branch
                           Professional Association
                              111 Amherst Street
                       Manchester, New Hampshire  03105

                       CALCULATION OF REGISTRATION FEE
Proposed
                                                Proposed               Maximum
Title of Securities            Amount to        Maximum Offering       Aggregate         Amount of
to be Registered               be Registered    Price Per Share(1)     Offering Price    Registration Fee
Common Stock
 66 2/3 cents par value,
 Issued Pursuant               337,500          $17.31                 $5,842,969        $2,014.82
 to 1995 Stock Option          Shares
 Plan
(1)  Calculated in accordance with Rule 457(h)(1) and Rule 457(c) on the 
     basis of the average of the high ($17 5/8) and low ($16 3/4) prices of the 
     Common Stock of CFX Corporation on August 10, 1995 reported on the
     American Stock Exchange.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents filed by the registrant with the Securities and 
Exchange Commission (the "Commission") are incorporated in and made a part of 
this registration statement by reference as of their respective dates:

      (1)  The Registrant's Annual Report filed on Form 10-K for the fiscal 
year ended December 31, 1994.

      (2)  The Registrant's Quarterly Report filed on Form 10-Q for the 
quarter ended March 31, 1995.  

      (3)  The Registrants's Current Report on Form 8-K filed on June 19, 
1995.

      (4)  The description of the Registrant's Common Stock contained in a 
Registration Statement filed by Cheshire Financial Corporation (now known as 
CFX Corporation) on Form 8-A, dated November 3, 1990, and any amendment or 
report filed for the purpose of updating such description.  

      All documents hereinafter filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 ("1934 Act"), prior to the filing of a post-effective amendment 
which indicates that all securities offered have been sold or which 
deregisters all securities then remaining unsold, will be deemed to be 
incorporated by reference and to be a part hereof from the date of filing of 
such documents. 

Item 4. Description of Securities.

      A description of the Registrant's Common Stock to be offered is not 
provided in this registration statement because such class of the 
Registrant's securities is registered under Section 12 of the 1934 Act.  

Item 5. Interests of Named Experts and Counsel.

      Neither the Registrant's independent auditors, Wolf & Company, P.C. and 
Ernst & Young LLP, nor the Registrant's counsel, Devine, Millimet & Branch, 
Professional Association, nor any individual employed by or associated with 
such firm or individual in a professional capacity, was employed by the 
Registrant in connection with matters described in this registration 
statement on a contingent basis or has, or is to receive in connection with 
the offering, a substantial interest, direct or indirect, in the Registrant 
or any of its subsidiaries or was connected with the Registrant or any of its 
subsidiaries as a promoter, managing underwriter (or any principal 
underwriter, if there are no managing underwriters), voting trustee, 
director, officer or employee.  

Item 6. Indemnification of Directors and Officers.

      Under New Hampshire law, a corporation has the power to indemnify any 
director or officer or former director or officer of the corporation, or any 
person who may have served, at its request, as a director of officer of 
another corporation, against expenses actually and reasonably incurred by him 
in connection with any threatened, pending or completed action, suit or 
proceeding, civil, criminal, administrative or investigative, in which he is 
a party or is threatened to be made a party by reason of being or having been 
such director or officer, if he 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, with respect to any criminal action or proceeding, had no 
reasonable cause to believe his conduct was unlawful.

      The Registrant's By-Laws contain the following provision in connection 
with indemnification of directors and officers.

                 Any person, or the heirs, executors, or administrators of any
      such person, who has been made a party to any action, suit or proceeding
      by reason of the fact that such party, or person whose legal representa-
      tive or successor such party is, was or is a director, officer or
      employee of the Corporation or of any corporation, partnership, firm
      or organization which that person serves or has served in any such
      capacity at the request of the Corporation, may be indemnified and
      reimbursed by the Corporation for expenses, including attorneys' fees,
      and for such amount of any judgement, money decree, fine, penalty or
      settlement for which that person may have become liable as the Board of
      Directors may deem reasonable, but only to the extent actually incurred
      by such person in connection with the defense or the reasonable
      settlement of any such action, suit or proceeding, or any appeal
      therein; provided, however, that no person shall be so indemnified or
      reimbursed in relation to any matter as to which such party, or the
      person whose legal representative or successor such party is, is finally
      adjudged in such action, suit or proceeding not to have acted in good
      faith in the reasonable belief that the action or failure to act of the
      person was in the best interest of the Corporation; and provided further
      that no person shall be so indemnified or reimbursed in respect of any
      such action, suit or proceeding which has been made the subject of a
      compromise settlement except with the approval of a court of competent
      jurisdiction or a majority of the Board of Directors exclusive of those
      Directors who are parties to the same or substantially the same action,
      suit or proceeding.  The foregoing right of indemnification and
      reimbursement shall not be exclusive of other rights of indemnification
      and reimbursement shall not be exclusive of other rights to which such 
      person, or the heirs, executors or administrators of that person may be 
      entitled as a matter of law.

      Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons 
of the Registrant pursuant to the foregoing provisions, or otherwise, the 
Registrant has been advised that in the opinion of the 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.  

Item 7. Exemption from Registration Claimed.

      As no restricted securities will be reoffered or resold pursuant to 
this registration statement, this item is not applicable.  

Item 8. Exhibits.

                Exhibit Index

Number          Exhibit

 *4.1           Articles of Incorporation and By-Laws of CFX Corporation,         
                as amended.

  5.1 and 23.1  Opinion and Consent of Devine, Millimet & Branch,         
                Professional Association  

 10.1           Lease dated February 14, 1995, by and between Duffy Wall
                Street L.L.C. and CFX Bank.

 23.2           Consent of Wolf & Company, P.C. 

 23.3           Consent of Ernst & Young LLP

 24.l           Power of Attorney (See page preceding Signature Page)

 99.1           CFX Corporation 1995 Stock Option Plan

 99.2           Stock Option Agreement Forms 

    99.2.1      Form of Incentive Stock Option Agreement

    99.2.2      Form of Non-Qualifying Stock Option Agreement

 99.3           List of Companies Whose Employees are Eligible to Participate
                in CFX Corporation 1995 Stock Option Plan
                                                                         
*  Incorporated herein by reference to Exhibit 3 to the Registration 
   Statement on Form S-4 of the Registrant, No. 33-56875 effective January 13,
   1995.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

           (i)   To include any prospectus required by Section 10(a)(3) of the
                 Securities Act of 1933;

           (ii)  To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually
                 or in the aggregate, represents a fundamental change in the
                 information set forth in the registration statement;

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

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not 
apply to the extent that the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports 
filed by the registrant pursuant to Section 13 or Section 15(d) of the 
Securities Exchange Act of 1934 that are incorporated by reference in this 
registration statement.

      (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to 
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

      (3)  To remove from registration by means of a post-effective amendment 
any of the securities being registered which remain unsold at the termination 
of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

                              POWER OF ATTORNEY

      Each of CFX Corporation (the "Company") and the undersigned Officers and
Directors thereof whose signatures appear below hereby makes, constitutes and 
appoints Peter J. Baxter and Mark A. Gavin and each of them acting 
individually, its and his or her true and lawful attorneys with power to act 
without any other and with full power of substitution, to execute, deliver 
and file in its or his or her name and on its or his or her behalf, and in 
each of the undersigned Officers' and Directors' capacity or capacities shown 
below, this Registration Statement and any and all documents in support of 
this Registration Statement or supplemental thereto, and any and all 
amendments, including any and all post-effective amendments to the foregoing; 
and each of the Company and said Officers and Directors hereby grants to said 
attorneys, and to any one or more of them, full power and authority to do and 
perform each and every act and thing whatsoever as said attorneys or attorney 
may deem necessary or advisable to carry out fully the intent of this Power 
of Attorney to the same extent and with the same effect as the Company might 
or could do, and as each of said Officers and Directors might or could do 
personally in his or her capacity or capacities as aforesaid, and each of the 
Company and said Officers and Directors hereby ratifies, confirms and 
approves all acts and things which said attorneys or attorney might do or 
cause to be done by virtue of this Power of Attorney and its or his or her 
signature as the same may be signed by said attorneys or attorney, or any one 
or more of them to this Registration Statement and any and all amendments 
thereto, including any and all post-effective amendments to the foregoing.

      IN WITNESS WHEREOF, the Company has caused this Power of Attorney to be 
signed on its behalf, and each of the undersigned Officers and Directors 
thereof in the capacity or capacities noted has hereunto set his or her hand, 
on the dates indicated below.

                                       CFX CORPORATION

Dated: June 13, 1995                   By: /s/ Peter J. Baxter              
                                           Peter J. Baxter, President and
                                           Chief Executive Officer

Name                           Title                      Date  

/s/ Richard B. Baybutt         Director                   June 13, 1995
Richard B. Baybutt

/s/ Peter J. Baxter            Director                   June 13, 1995
Peter J. Baxter                President and Chief
                               Executive Officer
                               (Principal
                               Executive Officer)

/s/ Christopher V. Bean        Director                   June 13, 1995
Christopher V. Bean

/s/ Calvin L. Frink            Director                   June 13, 1995
Calvin L. Frink                Executive Vice
                               President

/s/ Eugene E. Gaffey           Director                   June 13, 1995
Eugene E. Gaffey 

/s/ Mark A. Gavin              Chief Financial            June 13, 1995
Mark A. Gavin                  Officer (Principal
                               Financial Officer)

/s/ Elizabeth Sears Hager      Director                   June 13, 1995
Elizabeth Sears Hager

/s/ Douglas S. Hatfield, Jr.   Director                   June 13, 1995
Douglas S. Hatfield, Jr.       

/s/ Phillip A. Mason           Director                   June 13, 1995
Phillip A. Mason

/s/ Emerson H. O'Brien         Director                   June 13, 1995
Emerson H. O'Brien

/s/ L. William Slanetz         Director                   June 13, 1995
L. William Slanetz 

/s/ Gregg R. Tewksbury         Corporate Controller       June 13, 1995
Gregg R. Tewksbury             (Principal Accounting 
                               Officer)

                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, in the City of Keene, State of New Hampshire on 
July 21, 1995.

                                       CFX CORPORATION
 
                                       By: /s/
                                       Mark A. Gavin, Chief Financial 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 and on the date indicated.

 ........................................................
Principal Executive Officer:                           :
                                                       :
Peter J. Baxter, President and Chief Executive Officer :
                                                       :
Principal Financial Officer:                           :
                                                       :
Mark A. Gavin, Chief Financial Officer                 :
                                                       :
Principal Accounting Officer:                          :
                                                       :
Gregg R. Tewksbury, Corporate Controller               :\ By /s/_______________
                                                       :/    Mark A. Gavin
Directors:                                             :     Chief Financial
                                                       :     Officer
Richard B. Baybutt                                     :
Peter J. Baxter                                        :
Christopher V. Bean                                    :
Calvin L. Frink                                        :
Eugene E. Gaffey                                       :
Elizabeth Sears Hager                                  :
Douglas S. Hatfield, Jr.                               :
Phillip A. Mason                                       :
Emerson H. O'Brien                                     :
L. William Slanetz                                     :
 ........................................................