EXHIBIT 23.6


                        CONSENT OF PROSPECTIVE DIRECTOR

    I  hereby consent to my being named  a director of Empire Gas Corporation in
its Registration Statement  on Form  S-1 relating  to Senior  Secured Notes  due
2004.

                                                 /s/ BRUCE M. WITHERS, JR.


                                          --------------------------------------

                                                  Bruce M. Withers, Jr.



June 3, 1994