VALLEY RESOURCES INC /RI/
S-2/A, 1997-08-20
NATURAL GAS DISTRIBUTION
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     As Filed with the Securities and Exchange Commission on August 20, 1997
                                                     Registration No. 333-30113 

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------
                                 AMENDMENT NO. 2
                                       TO
                                    FORM S-2

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           --------------------------
                                                                            
                             VALLEY RESOURCES, INC.
             (Exact name of Registrant as specified in its charter)
               RHODE ISLAND                             05-0384723
           (State of incorporation)                    (I.R.S. Employer
                                                       Identification No.)
        1595 MENDON ROAD, CUMBERLAND, RHODE ISLAND 02864, (401) 334-1188
    (Address, including zip code, and telephone number, including area code,
                  of Registrant's principal executive offices)
                  --------------------------------------------
                                                                              
                                 ALFRED P. DEGEN
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             VALLEY RESOURCES, INC.
                                1595 MENDON ROAD
                         CUMBERLAND, RHODE ISLAND 02864
                                 (401) 334-1188
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    COPIES TO:
  CHRISTINE M. MARX, ESQ.                      JOHN L. GILLIS, JR., ESQ.
    EDWARDS & ANGELL                      ARMSTRONG, TEASDALE, SCHLAFLY & DAVIS
 150 JOHN F. KENNEDY PARKWAY                    ONE METROPOLITAN SQUARE
SHORT HILLS, NEW JERSEY  07078                ST. LOUIS, MISSOURI  63102
     (201) 376-7700                                 (314) 621-5070
                            -----------------------                        
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
   As soon as practicable after the Registration Statement becomes effective.
                            -----------------------                          

 

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE  SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION,  ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE>


                                     PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
 

 
ITEM 16.  EXHIBITS.
 
Number                      Description
 
 10     Loan Agreement  between Valley  Resources,  Inc. and Fleet National Bank
          dated June 30, 1997 (Exhibit 10 to the  Corporation's  Quarterly  
          Report on Form 10-Q for the quarter ended May 31, 1997 is hereby 
          incorporated by reference.)


                                      II-1

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirement  of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirement  for filing on Form S-2 and had duly  caused this  Amendment  to the
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the Town of Cumberland,  State of Rhode Island, on the 20th
of August, 1997.

                                        VALLEY RESOURCES, INC.

                                        By: s/Alfred P. Degen
                                        --------------------------------------
                                            Alfred P. Degen                 
                                            President & Chief Executive Officer

     Pursuant to the  requirements of the Securities Act of 1933, this Amendment
to the  Registration  Statement has been signed by the following  persons in the
capacities indicated on August 20, 1997.

        Signature                  Title
        ---------                  -----
   

s/Alfred P. Degen  
- ----------------------------------                 
(Alfred P. Degen)                  President, Chief Executive Officer & Director

s/K. W. Hogan                       
- ----------------------------------  
(K. W. Hogan)                      Senior Vice President, Chief Financial 
                                      Officer & Secretary

             *
- ---------------------------------- 
(Ernest N. Agresti)                Director

             *  
- ----------------------------------
(Melvin G. Alperin)                Director

             *  
- ----------------------------------
(C. Hamilton Davison)              Director

             *  
- ----------------------------------
(Don A. DeAngelis)                 Director


- ----------------------------------                                   
(James M. Dillon)                  Director

             *  
- ----------------------------------
(Jonathan K. Farnum)               Director

             *  
- ----------------------------------
(John F. Guthrie)                  Director

             *  
- ----------------------------------
(Eleanor M. McMahon)               Director


*By s/Alfred P. Degen                                                   
    ------------------------------
    (Alfred P. Degen,  Attorney-in-Fact)

                                      II-2






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