<PAGE> 1
               SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549
                   ________________________
                 Form 10-K/A (Amendment No.1)

                          (Mark One)
     /X/  Annual report pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934.
             For the fiscal year ended August 31, 1997.
                               
      / / Transition report pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934.
      For the transition period from ________ to _________.

                 Commission File Number 1-8154

                   ESSEX COUNTY GAS COMPANY
    (Exact name of Registrant as specified in its charter)

       Massachusetts                        04-1427020
(State of organization)           (IRS Employer Identification No.)

      7 North Hunt Road, Amesbury,  Massachusetts     01913
   (Address of principal executive offices)         (Zip Code)


  Registrant's telephone number, including area code:  (978) 388-4000
                               
  Securities registered pursuant to Section 12(b) of the Act:

             Title of Class                    Exchange
         Common Stock, No Par Value           NASDAQ/NMS

  Securities registered pursuant to Section 12(g) of the Act:
                             None


      Indicate  by  check mark whether the registrant  (1)  has
filed  all reports required to be filed by Section 13 or  15(d)
of  the Securities Exchange Act of 1934 during the preceding 12
months  (or  for  such shorter period that the  registrant  was
required  to  file such reports), and (2) has been  subject  to
such filing requirements for the past 90 days.

                  Yes  / X /   No /   /

      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and  will  not  be  contained, to the best of the  registrant's
knowledge,   in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or  any
amendment to this Form 10-K. /  /

      The  aggregate market value of the voting stock  held  by
non-affiliates  on October 31, 1997 based upon the  last  sales
price on that date was approximately $52,483,062.

     The number of shares outstanding of Registrant's Common
Stock, no par value, was 1,693,002 at October 31, 1997.


<PAGE> 2

Registrant hereby amends and restates page 2 and Items 10, 11, 12, 
and 13 of its 1997 Annual Report Form 10-K for the fiscal year ended
August 31, 1997, as follows: 

<PAGE> 3

DOCUMENTS INCORPORATED BY REFERENCE:   Part IV hereof
incorporates by reference certain of the Exhibits to the
following documents:  Registration Statement No. 2-74531 on
Form S-7, filed October 23, 1981, Registration Statement No.
33-6597 on Form S-2 filed on June 19, 1986, Registration
Statement No. 33-69736 on Form S-3, filed on September 30,
1993,  Registrant's Annual Report on Form 10-K for fiscal 1992,
Registrant's Annual Report on Form 10-K for fiscal 1993,
Registrant's Quarterly Report on Form 10-Q for the Quarter
ended February 28, 1991, Registrant's Quarterly Report on Form
10-Q for the Quarter ended May 31, 1992, Registrant's Quarterly
Report on Form 10-Q for the Quarter ended February 28, 1995,
Registrant's Quarterly Report on Form 10-Q for the Quarter
ended November 30, 1995, Registrant's Quarterly Report on Form
10-Q for the Quarter ended February 29, 1996, Registrant's
Quarterly Report on Form 10-Q for the Quarter ended May 31,
1996, Registrant's Quarterly Report on Form 10-Q for the
quarter ended February 28, 1997 and Registrant's Quarterly
Report on Form 10-Q for the quarter ended May 31, 1997.





<PAGE> 4

                                  PART III



Item 10:   Directors and Executive Officers of the Registrant



                     ELECTION OF DIRECTORS

Information About Nominees

     In accordance with the Company's By-Laws, a Board of not
less than three or more than fifteen directors is to be elected
at the Annual Meeting of Stockholders to serve until the next
Annual Meeting of Stockholders and until their successors are
duly elected and qualified.  The Board has fixed the number of
directors at twelve.  All of the following persons  are 
currently Directors of the Company.  Unless otherwise
noted, each of the Directors has been with the organizations
listed in the following table in the capacity or capacities so
listed for more than five years.



                      NOMINEES FOR DIRECTOR


  Nominee and Principal                                    Served as
  Occupation for the last                                  Director
        Five Years                               Age         Since


CHARLES E. BILLUPS ...........                    68          1971
Chairman of the Board of the
  Company since January 1985;
  Interim President of the Company,
  May 1992 to December 1992;
  President and CEO of the Company,
  1973 to 1989.

BENJAMIN C. BIXBY ............                    62          1979
Chairman of the Board, Bixby
  International Corporation (a
  processor of high performance
  plastics.)  Director, BankBoston, N.A,
  Northeast Regional Board; Director,
  Bay State Insurance Company;
  Director, Merrimack Mutual
  Insurance Company; Director,
  Cambridge Mutual Fire Insurance
  Company.



<PAGE> 5

  Nominee and Principal                                    Served as
  Occupation for the last                                   Director
        Five Years                               Age         Since


DANIEL A. BURKHARDT ..........                    50          1985
General Partner, The Jones Financial Companies,
  L.P., LLP (a brokerage investment banking
  and other financial services company);
  Director, St. Joseph Light & Power Co.;
  Director, Galaxy Cablevision Management, Inc.;
  Director, Mid-America Realty Trust; Director,
  Southeastern Michigan Gas Enterprises, Inc.;
  President, Treasurer and Director,
  CIP Management, Inc.; General Partner,
  CIP Management L.P., LLLP.

EDWARD J. CURTIS .............                     55        1993
President, E.J. Curtis Associates,
  Inc. (professional management
  consulting services); Director,
  Southeastern Michigan Gas
  Enterprises, Inc.

DOROTHY J. DOTSON ............                     53       1985
Senior Vice President, Managing Director,
  NatWest Markets since December 1993 (an
  investment banking company);
  S.G. Warburg & Co., Inc., 1990 to 1993.

RICHARD P. HAMEL .............                     54       1991
Attorney at Law and Owner of the
  law firm of Hamel, Deshaies
  & Gagliardi; Director, First &
  Ocean National Bank.

ROBERT S. JACKSON ............                     64       1985
Principal, Phase II Consulting (utility
  consulting) since June 1, 1993;
  Senior Vice President, Stone and
  Webster Management Consultants, Inc.
  from 1974 to 1993.

ERIC H. JOSTROM ..............                     55      1981
President and Chief Investment
  Officer, Constitution Management Company
  Inc.; (registered investment advisor),
  1992 to 1996; Director, Indosuez
  International Investment Services, S.A.,
  Paris; Director, Indosuez Asia Advisors Ltd.
  Hong Kong; President and Managing Director,
  Standard Chartered Equitor, N.A.; Former
  President and Managing Director, Standard
  Chartered North American Asset Management Co.,
  Inc.; President, Indosuez Asia Strategic
  Growth Fund, Inc.; Deputy Managing Director,
  Standard Chartered Equitor Global Asset
  Management Co., LTD, London; Chartered North
  American Asset Management Co., Inc.; Deputy


<PAGE> 6

   Nominee and Principal                                    Served as
  Occupation for the last                                    Director
        Five Years                               Age          Since


  Managing Director, Standard Chartered Equitor
  Global Asset Management Co., LTD, London.

ROBERT L. MEADE ..............                     67          1983
Attorney at Law and private investor.

KENNETH L. PAUL ..............                     56          1977
Vice President, Sales and Marketing,
  Process Engineering, Division of
  Process Engineering Systems Inter-
  national since 1994; President
  and CEO, Process Engineering, Inc.,
  from 1990 to 1994; Director, Family Bank.

PHILIP H. REARDON ............                     61          1992
President and Chief Executive Officer of the
  Company since 1992; President and Chief
  Executive Officer, New Jersey Natural Gas
  Company, 1987 to 1992; Director, Middlesex
  Water Company since 1991; Director, First &
  Ocean National Bank since 1995.

RICHARD L. WELLMAN                                 44         1994
Consultant, Client Services Manager,
  Katahdin Analytical Laboratories, Inc.,
  1995 to 1996; Laboratory Operations Manager,
  Pace   New England, Inc., 1988 to 1995;
  Director, Acadia Management, Inc.
                               
                               
                               
                               
Executive Officers of the Registrant


      The following sets forth certain information as of August
31,  1997  with respect to Essex County Gas Company's executive
officers.   These  officers have been elected or  appointed  to
terms which will expire January 20, 1998:



                                                              First
                                                            Served as
Name                       Position                Age       Officer

Charles E. Billups*   Chairman of the Board         68        1971
Philip H. Reardon*    President and Chief Executive
                       Officer                      61        1992
William T. Beaton     Vice President, Human Resources
                       and Customer Services        41        1995
Wayne I. Brooks       Vice President, Distribution
                       and Engineering              50        1985
James H. Hastings     Vice President and Treasurer  51        1985
Allen  R.  Neale      Vice President, Supply 
                       Planning                     46        1985
John W. Purdy, Jr.    Vice President, Marketing 
                       and Public Affairs           61        1987

<PAGE> 8

*Also  chairman  and/or members of certain  committees  of  the
Board of Directors.

There  are  no family relationships among any of the  executive
officers and directors.

Each  of the above has served as an officer or in a supervisory
capacity with Essex County Gas Company for the last five years.






          
         SECTION 16(a) BENEFICIAL REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's executive officers and directors, and
persons who own more than ten percent of the Company's Common
Stock, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission.  Officers,
directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.

     Based solely on its review of the copies of such forms
received by it, or written representations from certain
reporting persons that no Forms 5 were required for those
persons the Company believes that during the fiscal year ended
August 31, 1997, all filing requirements applicable to the  
officers, directors, and greater than ten-percent beneficial 
owners were complied with.  Philip H. Reardon received a grant of
options from the Company in February 1995 and filed a late
report on Form 4.  The delay in filing  the report was
inadvertent.



<PAGE> 9

Item 11:    Executive Compensation


                     DIRECTORS' COMPENSATION

     Each Director, other than Mr. Billups, is paid a fee of
$500 for each meeting of the Board of Directors attended and
$400 for each meeting of Committees of the Board attended.
Reasonable travel expenses are reimbursed.  In addition, each
Director, other than Mr. Billups and those Directors who
receive salaries from the Company, is paid a quarterly retainer
of $1,250 for all other services rendered to the Company.
Also, each member of the Executive Committee is paid a
quarterly retainer of $1,250 except Mr. Billups and those
members who receive salaries from the Company.  Finally, Mr.
Billups is paid a quarterly retainer of $5,000 in lieu of the
foregoing Directors' fees.

     The Company maintains a plan that allows the members of
the Board of Directors to defer receipt of all or any part of
their fees as a Director or as a member of any and all
Committees of the Board.  Under the Deferral Plan, a
participating Director may elect that deferred amounts be
credited to either a cash fee account or to a stock fee
account.  A Director may also elect that any amounts previously
credited to a cash fee account be transferred to a stock fee
account, but amounts credited to a stock fee account cannot be
transferred to a cash fee account.  Amounts credited to the
stock fee account are credited with the number of shares of
Common Stock that can be purchased at fair market value on the
date such amount is credited to the account.  Fees deferred and
related earnings are payable when a Director ceases to be a 
Director, following a Director's retirement from his primary
occupation, or on a fixed date five or more years after the
election to defer fees. The plan also provides an election to
receive deferred fees and accrued interest in one sum or in
annual installments, not to exceed ten years.  In the event of
death of a Director, payments are made to the beneficiary
designated by the Director.  As of August 31, 1997, the total
number of shares of Common Stock credited to the Directors'
stock fee accounts was 51,253.  Until such time as the shares
are issued by the Company and delivered to a Director, such
director has none of the rights of stockholders generally,
including the right to vote or dispose of the shares
represented by the amounts credited to the stock fee accounts.

<PAGE> 10
     The Company also has a non-qualified retirement plan for
any member of the Board who is not a common law employee of the
Company.  The Plan provides for an annual benefit equal to the
annual retainer in effect on the date of retirement and has a
vesting schedule which provides for no vesting for less than
five years of service, 50 percent vesting with five years of
service increasing by 10 percent each year until 100 percent
vested after 10 years of qualifying service.



                COMPENSATION OF EXECUTIVE OFFICERS

Cash Compensation

     The following table shows compensation paid by the Company
and its subsidiaries to the Company's President and Chief
Executive Officer and the other Executive Officers of the
Company whose total annual salary and bonus for fiscal 1997
exceeded $100,000.
                        
                               
                             

                               
                               
                  Summary Compensation Table
                               
                               
                               
                __Annual Compensation__|__Long Term Compensation__ |
                                                        
Name and                        Other  |Restr-     Securities      |  (3)
Principal                       Annual  icted(2)   Underlying       All Other
Position           (1)   Bonus  Compen- Stock       Options/        Compen-
            Year  Salary        sation  Awards       SARS(#)        sation
                   ($)    ($)    ($)     ($)                          ($)

          
Philip H. 
Reardon    1997  185,233 15,000        |                      -    | 15,618
President  1996  176,278      -        |                      -    | 17,712
& Chief 
Executive  1995  175,462      -        |                 24,000    | 25,100
Officer                                |                           |
                                       |                           |
John W. 
Purdy, Jr. 1997  109,341  6,000        |                      -    | 11,244
Vice 
President  1996  110,492      -        |                      -    | 12,716
Marketing 
and        1995  107,683      -        |                      -    | 18,132
Public 
Affairs                                |                           |
                                       |                           |
James H. 
Hastings   1997  100,973 10,000        |                      -    | 10,015
Vice 
President  
and        1996   95,300      -        |                      -    | 10,864
Treasurer  1995   90,000      -        |                      -    | 14,828
                                       |                           |


<PAGE> 11

(1) Compensation for Mr. Reardon includes $3,802, $3,078 and
    $2,262 and in deferred directors fees for fiscal 1997,
    1996 and 1995, respectively.

(2) The named executive officers have no restricted stock
    holdings.

(3) The amounts in this column represent the contributions by
    the Company on behalf of the above-named individuals to
    the Company's Employee Stock Ownership Plan (the "ESOP")
    which is a qualified defined contribution plan and the
    Company's contribution to its Employee Thrift Savings Plan
    (the "Thrift Plan") which is a defined contribution plan
    that incorporates salary deferral provisions pursuant to
    Section 401(k) of the Internal Revenue Code for all
    employees who have elected to participate on that basis.
    During the fiscal year ended August 31, 1997, the Company
    contributions under the ESOP and Thrift Plan for Mr.
    Reardon were $10,020 and $5,598, respectively,
    contributions under the ESOP and Thrift Plan for Mr. Purdy
    were $7,692 and $3,552, respectively, and contributions
    under the ESOP and Thrift Plan for Mr. Hastings were
    $6,759 and $3,256, respectively.


                   Fiscal Year-End Option/SAR Values

                        Number of Securities         Value of Unexercised
                       Underlying Unexercised      In-the-Money Options/SARs
                      Options/SARs at FY-End (#)       at FY-End($)(1)
    Name              Exercisable  Unexercisable   Exercisable  Unexercisable

    Philip H. Reardon    9,600        14,400         16,800         25,200

    ____________
    (1) The values represent the difference between the
    exercise price of the options and the market price of the Company's 
    common stock at fiscal year-end.







Employee Plans and Agreements

     The Company maintains a non-contributory defined benefit
pension plan (the "Plan"), for non-union employees to provide
retirement benefits based on a final full five-year average
compensation formula.  Non-union employees are eligible for the
Plan at age 21, with one year of service, with benefits based
on a maximum of 25 years of service until age 65.

    The following table shows the 1997 annual pension benefits
payable to employees upon retirement at age 65 in various
levels of final five-year average compensation and
years-of-service classification, assuming the   election of a
retirement allowance payable as a life annuity:

<PAGE> 12

                       Pension Plan Table

                              Years of Service
    Final 5-Year
      Covered                                                  25 or
    Compensation      10             15             20         more
    
      $100,000     $21,270         $31,906        $42,541     $53,176
       120,000      25,670          38,506         51,341      64,176
       140,000      30,070          45,106         60,141      75,176
       160,000      34,470          51,706         68,941      86,176
       180,000      38,870          58,306         77,741      97,176
      
      
       
            
      
     Compensation under the Plan for the executive officers
named in the Summary Compensation Table consists of regular
compensation, excluding bonuses and special pay, and is the
same as the Annual Compensation shown in the Summary
Compensation Table.  The estimated credited years of service at
normal retirement under the Plan for the individuals named in
the Summary Compensation Table is:  Philip H. Reardon, 10, John
W. Purdy, Jr., 15, and James H. Hastings, 29.  The benefits
listed in the Pension Plan Table are not subject to any
deduction for Social Security or other offset amounts.

     In addition, the Company has a Supplemental Executive
Retirement Plan ("SERP") for executives of the Company who are
selected by the Board of Directors to participate.   The SERP
provides retirement and disability benefits as well as a death
benefit.  Mr. Reardon has been selected and is participating in
the SERP. Benefits under the SERP are determined according to
the following Benefit Formula:  60% of highest 5 consecutive
full calendar years average compensation reduced by the
employee's qualified plan benefits from Essex County Gas
Company and New Jersey Natural Gas Company.

     The Company has entered into contingent employment
agreements with Philip H. Reardon, John W. Purdy, Jr., and
James H. Hastings.  These agreements become effective only upon
a change of control (as defined in the agreements).  These
agreements call for the executive to receive an annual salary
at the rate which is not less than the current rate of annual
salary with the opportunity for increases from time to time
thereafter which are in accordance with the Company's regular
practices.  In addition, the executive is also entitled to
current benefits, including insurance and participation in
qualified plans.  In the event of a termination of any of these
employment agreements  by the Company after a change of control
for any reason other than death, disability or cause, or in the
event a covered officer resigns upon the occurrence of (i) any
significant change in the nature or scope of the officer's
duties from those presently performed, any reduction in total
compensation, any other breach by the Company of the employment
agreement or (ii) a reasonable determination by such officer
that, as a result of a change of control and such change in
circumstances thereafter significantly affecting his position,
such officer is unable to exercise the authorities, powers,
functions or duties attached to his position, such officer will
be entitled to receive the above mentioned compensation and
benefits as provided for in the employment agreement for a term
of two years.


<PAGE> 13



        COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

     The Committee's Compensation policies and plans applicable
to the executive officers seeks to enhance the profitability of
the Company and shareholder value, as well as control costs and
maintain reasonable rates for the customers.  The Committee's
practices reflect policies that compensation should (1) attract
and retain well-qualified executives, (2) support short- and
long-term goals and objectives of the Company, (3) reward indi
viduals for outstanding contributions to the Company's success,
(4) be meaningfully related to the value created for
shareholders, and (5) relate to maintenance of good customer
relations and reasonable rates.



     Chief Executive Officer

     In establishing the Chief Executive Officer's
compensation, the Committee begins by determining the salary
paid to chief executive officers at similarly sized utility
companies, as reported in regional surveys, keeping in mind the
performance of those companies, in order to establish a start
ing point for the Chief Executive Officer's compensation.  The
Committee then reviews certain of its financial goals,
including earnings, return on equity, and cost containment
efforts; to the extent these goals have been met or exceeded,
the Chief Executive Officer's compensation is increased.  More
than any other factor, the Compensation Committee believes the
degree of success in meeting these financial objectives is the
most important element in determining the Chief Executive
Officer's compensation.  Secondarily important (and somewhat
more subjective) in the Compensation Committee's considerations
are the following criteria:  the development of a Company
strategic plan, the creation of an action plan to improve
relations with regulators, customers and the media, and
involvement in community affairs.  The proposed compensation
amount is then submitted to the full Board of Directors for
approval.


     Other Executive Officers

     In establishing compensation for the Company's executive
officers other than the Chief Executive Officer, the Chief
Executive Officer first establishes a salary range for each
executive officer.  These salary ranges are based in part upon
salaries provided to executive officers in comparable utility
companies, as reported by regional salary surveys, based on the
relative significance of each officer's responsibilities.
Specific salary levels are then established through evaluations
of each executive officer's performance of his or her goals and
duties with the assistance of outside compensation specialists.
Financial goals related to earnings, cost containment efforts
and return on equity are the most important factors.  Other,
more subjective goals such as leadership qualities, as well as
technical abilities also influence the determination of each
executive officer's salary level. These base salary levels, as
determined by the Chief Executive Officer, are then reviewed by
the Compensation Committee and approved by the Board.



<PAGE> 14

Item 12:   Security Ownership of Certain Beneficial Owners and
           Management



    SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table lists the beneficial ownership, as of
August 31, 1997, of Common Stock by all directors, each of the
executive officers named in the Summary Compensation Table
herein and the directors and executive officers of the Company
as a group.

                                  Amount of
                                  Beneficial
                                  Ownership             Percent
                                  of Common                of
Name                               Stock*                Class

Charles E. Billups                   2,000                 **
Benjamin C. Bixby                    2,335(1)              **
Daniel A. Burkhardt                  1,634                 **
Edward J. Curtis                       100                 **
Dorothy J. Dotson                      484                 **
Richard P. Hamel                    25,700(2)              1.52%
James H. Hastings                    6,572(3)
Robert S. Jackson                      200                 **
Eric H. Jostrom                     38,946(4)              1.87%
Robert L. Meade                     22,852                 1.35%
Kenneth L. Paul                      3,701(5)              **
John W. Purdy, Jr.                   5,189(6)              **
Philip H. Reardon                   18,369(7)              **
Richard L. Wellman                     500                 **

All Directors and Executive Officers as a Group
  (17 persons)                     148,140(8)              8.79%


  * Shares held directly with sole voting and/or investment power
    unless otherwise indicated.
  **Shares beneficially owned do not exceed one percent of the
    outstanding shares of Common Stock.

(1) Includes 1,753 shares owned by his wife.

(2) Includes 25,600 shares of Common Stock owned by Trusts, of
    which he is a co-trustee.  Beneficial ownership of these
    shares is disclaimed.

(3) Includes 2,020 shares of Common Stock held in the
    Company's Employee Thrift Savings (401-k) Trust Fund,
    3,109 shares of Common Stock held in the Company's
    Employee Stock Ownership Plan Trust Fund and 61 shares of
    Common Stock held in the Company's TRASOP Trust Fund.

(4) Includes 27,925 shares of Common Stock owned by Trusts, of
    which he is a trustee or a co-trustee.  Beneficial
    ownership of these shares is disclaimed.

(5) Includes 1,268 shares of Common Stock owned by his son.


<PAGE> 15

(6) Includes 964 shares of Common Stock held in the Company's
    Employee Thrift (401-k) Trust Fund and 3,627 shares of
    Common Stock held in the Company's Employee Stock
    Ownership Plan Trust Fund.

(7) Includes 1,000 shares owned jointly by his wife and mother-
    in-law; 2,260 shares of Common Stock held in the Company's
    Employee Thrift (401-k) Trust Fund; 2,340 shares of Common
    Stock held in the Company's Employee Stock Ownership Plan
    Trust Fund and 9,600 shares in the Company's Incentive
    Stock Option Plan.

(8) See footnotes 1-7 above; includes 4,282 shares of Common
    Stock held in the Company's TRASOP Trust Fund, 4,077
    shares of Common Stock held in the Company's Employee
    Thrift (401-k) Trust Fund, and 7,807 shares of Common
    Stock held in the Company's Employee Stock Ownership Plan
    Trust Fund for executive officers not previously noted.






Item 13:  Certain Relationships and Related Transactions



      COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     None of the members of the Compensation Committee has
served as an officer or employee of the Company.

     Richard P. Hamel, a Director of the Company, is owner of
the law firm of Hamel, Deshaies & Gagliardi, a firm which
performed legal services for the Company during the past 22
years.  The firm has also been retained for the current fiscal
year.

                      CERTAIN TRANSACTIONS

     The Company engaged NatWest Markets as placement agent for
issuance of First Mortgage Bonds during the 1997 fiscal year.
Ms. Dorothy J. Dotson, a director of the Company, is a Senior
Vice President and Managing Director of NatWest Markets.





          
                          SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended, the registrant has
     caused this report to be signed on its behalf by the
            undersigned thereunto duly authorized.
                               
                   ESSEX COUNTY GAS COMPANY
                           (Registrant)

Date:     December 29, 1997          by   /s/ James H. Hastings
                                     Vice President and Treasurer

   Pursuant to the requirements of the Securities Exchange Act of
1934,  as  amended, this report has been signed  below  by  the
following persons in the capacities and on the dates indicated.

Signature                      Title                         Date


/s/ Charles E. Billups   Chairman of the Board               

/s/ Philip H. Reardon    President and
                         Chief Executive Officer             

/s/James H. Hastings     Vice President and Treasurer        
                        (Principal Financial and
                         Accounting Officer)

/ /Benjamin C. Bixby     Director                            

/s/Daniel A. Burkhardt   Director                            

/s/Edward J. Curtis      Director                            

/ /Dorothy J. Dotson     Director                            

/s/Richard P. Hamel      Director                            

/s/Robert  S. Jackson    Director                            

/ /Eric    H. Jostrom    Director                            

/ /Robert  L. Meade      Director                            

/s/Kenneth L.  Paul      Director                            

/ /Richard L.  Wellman   Director