UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C.  20549

                                    FORM 10-Q/A


           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended February 28, 1995

                                       OR

          [ ] 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 1-7924

                             VALLEY RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

             Rhode Island                                     05-0384723
   (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)

            1595 Mendon Road                                    02864
        Cumberland, Rhode Island                              (Zip Code)
(Address of principal executive offices)

                                 (401) 334-1188
              (Registrant's telephone number, including area code)

                                 Not Applicable

                 (Former name, former address and former fiscal
                       year, if changed since last report)

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, and (2) has been subject to such filing 
requirements for the past 90 days.

                        YES  X .                  NO    .

Indicate the number of shares outstanding of each of the issuer's classes of 
Common Stock, as of the latest practicable date.

                                                Outstanding at
          Class of Common Stock                February 28, 1995 

              $1 Par Value                         4,217,599

                               AMENDMENT NO. 1


     The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report for the quarter
ended February 28, 1995, on Form 10-Q as set forth hereto.

     Part 1
     Item 6(a) Exhibits
     27. Financial Data Schedule



                                    SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this Amendment to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                      VALLEY RESOURCES, INC. AND SUBSIDIARIES
                                      


                                                      
                                      K. W. Hogan
                                      Senior Vice President,
                                      Chief Financial Officer and Secretary




May 16, 1995