Rogers Corp – ‘POS AM’ on 4/26/95

As of:  Wednesday, 4/26/95   ·   Accession #:  84748-95-10   ·   File #:  33-53369

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Post-Effective Amendment                              14±    58K 

Document Table of Contents

As filed with the Securities and Exchange Commission on April 26, 1995.         

                                               Registration No. 33-53369

            SECURITIES AND EXCHANGE COMMISSION

            POST-EFFECTIVE AMENDMENT NO. 1

            TO

            FORM S-3

                 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

            ROGERS CORPORATION
             _______________________________________________________
            (Exact name of registrant as specified in its charter)

             Massachusetts
             _______________________________________________________
            (State or other jurisdiction of incorporation or organization)

            06-0513860
             _______________________________________________________
            (I.R.S. Employer Identification No.)

            One Technology Drive, Rogers, CT 06263, (203) 774-9605
             _______________________________________________________
      (Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)        

Robert M. Soffer                                            
Treasurer                                                   
Rogers Corporation                                          
One Technology Drive                                        
Rogers, Connecticut 06263                                   
(203) 774-9605                                              

With a copy to:                                             
Ira M. Dansky                                               
Schatz & Schatz, Ribicoff & Kotkin                          
One Landmark Square                                         
Stamford, Connecticut 06901                                 
(203) 326-6574                                              
_________________________________________________________________________       
            (Name, address, including zip code, and telephone number
            including area code, of agent for service)

             _______________________________________________________

  Approximate date of commencement of proposed sale to the public:
from time to time after the effective date of this Post-Effective Amendment     
No. 1 to Registration Statement.                                                

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

  If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than securities offered only in connection with   
dividend or interest reinvestment plans, check the following box. [X]           

1         

[PAGE]                                                                          

             CROSS-REFERENCE SHEET BETWEEN
            ITEMS OF PART I OF FORM S-3 AND PROSPECTUS
            ____________________________________________

Form S-3 Item No. and Caption                       Location of Prospectus      

(1)      Forepart of Registration Statement and                                 
     Outside Front Cover Page of Prospectus     Outside Front Cover Page

(2)      Inside Front and Outside Back Cover Pages  Available Information;      
of Prospectus                              Table of Contents  

(3)      Summary Information, Risk Factors and      Outside Front Cover Page;   
       Ratio of Earnings to Fixed Charges         Available Information; The
                               Company

(4)      Use of Proceeds                            *                           

(5)      Determination of Offering Price            Outside Front Cover Page;   
                                            Plan of Distribution

(6)      Dilution                                   *                           

(7)      Selling Security Holders                   Selling Shareholders        

(8)      Plan of Distribution                       Outside Front Cover Page;   
                                            Plan of Distribution

(9)      Description of Securities to be            Documents Incorporated by   
Registered                                 Reference          

(10)     Interests of Named Experts and Counsel     *                           

(11)     Material Changes                           *                           

(12)     Incorporation of Certain Information       Documents Incorporated by   
by Reference                               Reference          

(13)     Disclosure of Commission Position on                                   
Indemnification for Securities Act                            
Liabilities                                *                  

*Omitted because the answer is negative or the item is not applicable.          

2       

[PAGE]                                                                          

          PROSPECTUS

             106,500 SHARES OF CAPITAL STOCK

            PAR VALUE $1.00 PER SHARE OF

            ROGERS CORPORATION

     This Prospectus relates to 106,500 shares of the Capital Stock, par
value $1.00 per share ("Shares"), of Rogers Corporation, a Massachusetts        
corporation (the "Company"), issued or to be issued by the Company to the       
Selling Shareholders named herein ("Selling Shareholders"), which Shares        
may be offered and sold from time to time by the Selling Shareholders. See      
"Selling Shareholders."                                                         

     The Selling Shareholders have informed the Company that they intend
to sell all or a portion of the Shares either on the American Stock Exchange    
("AMEX"), the Pacific Stock Exchange ("PSE") or by private sales directly       
or through a broker or brokers. Sales on the AMEX and the PSE will be           
made at market prices prevailing at the time of such sales. The Company will    
not receive any of the proceeds from the sale of Shares, although it will be    
paying the expenses of registration of the Shares in connection with this       
offering, including the expenses of preparing this Prospectus and the           
registration statement to which it relates. The Selling Shareholders, and any   
broker or dealer through whom sales of Shares are made, may be deemed           
"underwriters" within the meaning of the Securities Act of 1933 (the "1933      
Act") and any profits realized by them on the sale of the Shares may be         
considered to be underwriting compensation.                                     

The Company's Capital Stock is traded on the AMEX under the   
symbol "ROG." On ________, 1995, the closing sales price of the Capital         
Stock as reported on the AMEX was $__________                                   

            ____________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR                    
DISAPPROVED BY THE SECURITIES AND EXCHANGE                    
COMMISSION OR ANY STATE SECURITIES                            
COMMISSION, NOR HAS THE COMMISSION OR ANY                     
STATE SECURITIES COMMISSION PASSED UPON THE                   
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.                      
ANY REPRESENTATION TO THE CONTRARY IS A                       
CRIMINAL OFFENSE.                                             

            ____________________

            The date of this Prospectus is ________, 1995.

1     

[PAGE]                                                                          

             AVAILABLE INFORMATION

 The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") under the 1933 Act with the Securities and            
Exchange Commission (the "Commission"), Washington, D.C. with respect           
to the shares of the Capital Stock of the Company offered hereby. As            
permitted by the rules and regulations of the Commission, this Prospectus       
omits certain information contained in the Registration Statement on file with  
the Commission. The information omitted can be inspected at the office of the   
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies        
can be obtained from the Commission at prescribed rates by writing to it at     
450 Fifth Street, N.W., Washington, D.C. 20549. For further information         
pertaining to the Capital Stock offered hereby, reference is made to the        
Registration Statement, including the Exhibits filed as a part thereof.         

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith files periodic reports, proxy statements and other         
information with the Commission. Reports, proxy statements and other            
information filed by the Company with the Commission may be inspected and       
copied at the public reference facilities maintained by the Commission at 450   
Fifth Street, N.W., Washington, D.C. 20549, and should be available for         
inspection and copying at the regional offices of the Commission located at     
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,       
Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New York        
10048. Copies of such material can also be obtained from the Public             
Reference Section of the Commission at 450 Fifth Street, N.W., Washington,      
D.C. 20549, at prescribed rates. In addition, such reports, proxy statements    
and other information concerning the Company may also be inspected at the       
offices of the American Stock Exchange, 86 Trinity Place, New York, New         
York 10006.                                                                     

     The Company will provide without charge to each person to whom this
Prospectus is delivered, upon written or oral request, a copy of any and all    
of the information that has been incorporated by reference in this Prospectus   
(not including exhibits to the information that is incorporated by reference    
unless such exhibits are specifically incorporated by reference into the        
information that this Prospectus incorporates). Requests should be directed to: 
Robert M. Soffer, Treasurer, Rogers Corporation, One Technology Drive,          
Rogers, Connecticut 06263, (203) 774-9605.                                      

2 

[PAGE]                                                                          

             THE COMPANY

    The Company manufactures specialty composite materials and related
components: primarily high performance elastomer materials and components       
for office equipment, footwear, printing and other applications; circuit        
materials for high frequency and computer applications; and moldable            
composite materials for automotive and electrical applications.                 

The Company's principal executive offices are located at One  
Technology Drive, Rogers, Connecticut 06263 (telephone number                   
203-774-9605).                                                                  

            SELLING SHAREHOLDERS

The following table sets forth: (i) the name of each Selling  
Shareholder; (ii) the position, office or other material relationship which     
each Selling Shareholder has, or has had within the past three years, with the  
Company, if any; (iii) the total number of shares of Capital Stock beneficially 
owned by each Selling Shareholder as of March 31, 1995; (iv) the number of      
Shares offered hereby by each Selling Shareholder; and (v) the number of        
Shares anticipated to be owned by each Selling Shareholder after the offering   
made hereby:                                                                    

                                                    Amount to be owned after
                                                         this offering (1)
Shares          Total 
                         Beneficially      Shares                       % of
                          Owned as of      Offered                     Capital
Selling Shareholder      March 31, 1995     Hereby    Number of Shares   Stock  

Harry H. Birkenruth (2)     56,875 (3)        5,000       51,875 (3)     1.47%  

Stuart J. Safft (4)          3,301            1,500        1,801           *    

Riverside Associates        50,000 (5)       50,000 (5)        0           0 %  
Limited Partnership I                                                           
(or its nominees or                                                             
assignees)                                                                      

The President and          170,081 (5)       50,000 (5)  120,081         3.40%  
Fellows of Harvard                                                              
College (or its nominees                                                        
or assignees)                                                                   
____________________                                                            

(1)  Assumes that all Shares offered hereby are sold by each of the Selling     
Shareholders.                                                         
(2)  Mr. Birkenruth is the President, Chief Executive Officer and a             
director of the Company.                                              
(3)  Includes 26,733 shares of the Company's Capital Stock which                
may be acquired under options exercisable within 60 days after March  
31, 1995.                                                             
(4)  Mr. Safft is a former Senior Vice President of the Company.                
(5)  In each case includes the maximum number of Shares (50,000) which          
may be acquired upon the exercise of a certain warrant issued by the  
Company pursuant to an Amended and Restated Warrant for the           
Purchase of Shares of Capital Stock dated as of June 14, 1991 (the    
"Warrant"), which Warrant was purchased by the Selling Shareholder    
on October 21, 1994. The number of shares subject to the Warrant      
and the exercise price thereof are subject to certain adjustments upon
the occurrence of certain events.                                     

*    Less than 1% of outstanding Capital Stock                                  

3           

[PAGE]                                                                          

          PLAN OF DISTRIBUTION

    The Selling Shareholders have advised the Company that they intend
to sell all or a portion of the Shares offered hereby from time to time either  
on the AMEX, PSE or by private sale directly or through a broker or             
brokers. Sales on the AMEX and the PSE will be made at prices prevailing        
at the times of such sales. The Selling Shareholders, and any broker or dealer  
through whom sales are made, may be deemed to be "underwriters" within          
the meaning of the 1933 Act.                                                    

The Company has informed the Selling Shareholders that the    
antimanipulative Rules 10b-5, 10b-6 and 10b-7 under the Exchange Act may        
apply to their sales in the market and has furnished each Selling Shareholder   
with a copy of these Rules. In addition, the Company has informed them of       
the need for delivery of copies of this Prospectus to offerees of the Shares.   

      There is no assurance that any of the Selling Shareholders will sell
any or all of the Shares offered by them hereby.                                

             EXPERTS

The consolidated financial statements of Rogers Corporation   
incorporated by reference in Rogers Corporation's Annual Report (Form           
10-K) for the fiscal year ended January 1, 1995 and the related financial       
statement schedules included therein, have been audited by Ernst & Young        
LLP, independent auditors, as set forth in their reports thereon included       
therein and incorporated herein by reference. Such consolidated financial       
statements and schedules are incorporated herein by reference in reliance upon  
such reports given upon the authority of such firm as experts in accounting     
and auditing.                                                                   

             LEGAL OPINION

        The validity of the Capital Stock to which this Prospectus relates has
been passed upon for the Company by Schatz & Schatz, Ribicoff & Kotkin,         
Stamford, Connecticut.                                                          

             DOCUMENTS INCORPORATED BY REFERENCE

   There are hereby incorporated in this Prospectus by reference the
following documents filed with the Commission pursuant to the Exchange          
Act:                                                                            

 (a)     The Company's Annual Report on Form 10-K for the fiscal
year ended January 1, 1995, including consolidated financial statements,        
together with the report of independent auditors thereon, with respect to the   
Company's fiscal year ended January 1, 1995, filed by the Company pursuant      
to Section 13 of the Securities Exchange Act of 1934.                           

    (b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since January 1, 1995     
and prior to the termination of the offering of the securities covered by this  
Registration Statement.                                                         

(c)     All reports, proxy statements and other communications
distributed to the Registrant's security holders since January 1, 1995 and      
prior to the termination of the offering of the securities covered by this      
Registration Statement.                                                         

4 

[PAGE]                                                                          

     (d)     The description of the Company's capital Stock contained in
the Company's Registration Statement on Form 10 filed pursuant to Section 13    
of the Securities Exchange Act of 1934, including any amendment or report       
filed for the purpose of updating such description.                             

    All reports and other documents filed with the Commission pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the     
date of this Prospectus and prior to the termination of the offering of the     
Shares shall be deemed to be incorporated by reference into this Prospectus     
and to be a part hereof from the date of filing of such documents. Any          
statement contained in a document incorporated or deemed to be incorporated     
by reference herein shall be deemed to be modified or superseded for            
purposes of this Prospectus to the extent that any statement contained herein   
or in any subsequently filed document which also is or is deemed to be          
incorporated by reference herein modifies or supersedes such statement. Any     
statement so modified or superseded shall not be deemed, except as so           
modified or superseded, to constitute a part of this Prospectus.                

5                 

[PAGE]                                                                          

             TABLE OF CONTENTS

                                                                  Page

AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .2      

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3      

SELLING SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . .3      

PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . .4      

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4      

LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4      

DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . . . . . .4      

            ____________________

     No person is authorized in connection with any offering made hereby
to give any information or to make any representation other than as contained   
in this Prospectus, and if given or made, such information or representation    
must not be relied upon as having been authorized by the Company or any         
Selling Shareholder. This Prospectus does not constitute an offer to sell, or   
a solicitation of an offer to buy, nor shall there be any sale of these         
securities, by any person in any jurisdiction in which it is unlawful for such  
person to make such offer, solicitation or sale. Neither the delivery of this   
Prospectus nor any sale made hereunder shall under any circumstances create any 
implication that the information contained herein is correct as of any time     
subsequent to the date hereof.                                                  
            ____________________

       6

[PAGE]                                                                          

           PART II

            INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION                            

     The following table sets forth the estimated expenses in connection
with the issuance and distribution of the Shares being registered hereunder,    
all of which will be borne by the Company.                                      

    SEC Registration Fee . . . . . . . . . . . . . . . . . . . $ 1,213

    Blue Sky Fees and Expenses . . . . . . . . . . . . . . . .     500

    Accounting Fees and Expenses . . . . . . . . . . . . . . .   3,000

    Legal Fees and Expenses. . . . . . . . . . . . . . . . . .   5,500

    Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . .   100

    TOTAL. . . . . . . . . . . . . . . . . . . . . . . . . . . $10,313

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

   Section 67 of the Massachusetts Business Corporation Law provides
that indemnification of directors, officers, employees or other agents may be   
provided by a corporation. Section 13(b)(1-1/2) of the Massachusetts Business   
Corporation Law provides that the Articles of Organization of a corporation     
may contain a provision eliminating or limiting the personal liability of a     
director to the corporation or its stockholders for monetary damages for        
breach of fiduciary duty as a director, provided that such provision shall not  
eliminate or limit the liability of a director (i) for any breach of the        
director's duty of loyalty to the corporation or its stockholders, (ii) for     
acts or omissions not in good faith or which involve intentional misconduct or  
a knowing violation of law, (iii) under Sections 61 or 62 of the Massachusetts  
Business Corporation Law, or (iv) for any transaction from which the director   
derived an improper personal benefit.                                           

 Article V, Section 8 of the Company's By-laws provides that the
Company shall indemnify each director, officer and employee and each            
former director, officer and employee against any costs, expenses (including    
attorneys' fees), judgments, fines, penalties and/or liabilities (including     
certain amounts paid in settlement) reasonably incurred by or imposed upon him  
in connection with or arising out of any action, suit or other proceeding in    
which he may be involved or with which he may be threatened (i) by reason of his
being or having been such director, officer or employee of the Company or       
of any other corporation in which he served as such at the request of the       
Company, or (ii) by reason of his serving or having served in any capacity      
with respect to certain employee benefit plans established or maintained by the 
Company or a subsidiary thereof. In addition, Article 6 of the Company's        
Restated Articles of Organization provides that, to the fullest extent          
permitted by the Massachusetts Business Corporation Law, a director of the      
Company shall not be personally liable to the Company or its stockholders for   
monetary damages for breach of fiduciary duty as a director, notwithstanding    
any provision of law imposing such liability.                                   

        The Company maintains director and officer liability insurance for the
benefit of the directors and officers of the Company. The policy provides that  
the Company must absorb a deductible in the amount of $250,000 for each         
claim made in a shareholder derivative action or of $250,000 for any other      
claim thereunder.                                                               

II-1

[PAGE]                                                                          

  The exhibits set forth on the Exhibit Index on page II-5 of this
Registration Statement are filed as part of this Registration Statement.        

ITEM 17. UNDERTAKINGS                                                           

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 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.                                 

      (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.                                                    

    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.      

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 Securities and       
Exchange 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 counsel the matter has been settled by controlling precedent,    
submit to 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.                            

II-2  

[PAGE]                                                                          

          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-3 and has duly caused this         
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in Rogers, Connecticut, on April 26, 1995.                     

                              ROGERS CORPORATION

                                         By  /s/ Harry H. Birkenruth
                                                 Harry H. Birkenruth
                                                     Its President and Chief
                                               Executive Officer

            ____________________

             POWER OF ATTORNEY

Each of the undersigned signing by power of attorney hereby appoints Harry
H. Birkenruth and Robert M. Soffer, and each of them severally, his or her      
true and lawful attorneys-in-fact to execute on behalf of the undersigned any   
and all amendments (including post-effective amendments) to this Registration   
Statement and to file the same, with all exhibits thereto and other documents   
in connection therewith, with the Securities and Exchange Commission. Each      
such attorney will have the power to act hereunder with or without the other.   
Each of the undersigned hereby ratifies and confirms all that such attorneys,   
or any of them, may lawfully do or cause to be done by virtue hereof.           

            ____________________

II-3    

[PAGE]                                                                          

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Name                               Capacity                     Date            

/s/ Harry H. Birkenruth      President and Chief Executive                      
Harry H. Birkenruth      Officer (Principal Executive                   
                          Officer) and Director             April 26, 1995

/s/ Donald F. O'Leary        Assistant Controller (Principal                    
  Donald F. O'Leary        Accounting Officer)                April 26, 1995

/s/ William A. Krein         Vice President, Finance, and                       
William A. Krein         Chief Financial Officer                        
                          (Principal Financial Officer)     April 26, 1995

/s/ Leonid V. Azaroff        Director                          April 26, 1995   
Leonid V. Azaroff                                                       

/s/ Leonard M. Baker         Director                          April 26, 1995   
Leonard M. Baker                                                        

/s/ Wallace Barnes           Director                          April 26, 1995   
Wallace Barnes                                                          

/s/ Mildred S. Dresselhaus   Director                          April 26, 1995   
Mildred S. Dresselhaus                                                  

/s/ Donald J. Harper         Director                          April 26, 1995   
Donald J. Harper                                                        

/s/ Gregory B. Howey         Director                          April 26, 1995   
Gregory B. Howey                                                        

/s/ Leonard R. Jaskol        Director                          April 26, 1995   
Leonard R. Jaskol                                                       

/s/ William E. Mitchell      Director                          April 26, 1995   
William E. Mitchell                                                     

II-4        

[PAGE]                                                                          

             EXHIBIT INDEX

                                                                  Sequential
Exhibit                                                                Page     
Number                   DESCRIPTION OF DOCUMENT                      Number    

5         Opinion of Schatz & Schatz, Ribicoff & Kotkin as to the               
legality of Capital Stock being registered, including       
consent of such counsel*                                    

23.1      Consent of Schatz & Schatz, Ribicoff & Kotkin (contained              
in Exhibit 5)*                                              

23.2      Consent of Independent Auditors*                                      

23.3      Consent of Independent Auditors                               14      

24        Power of Attorney *                                                   
_____________________                                                           

* Filed with the same exhibit numbers in Registration Statement No. 33-         
53369.                                                                          

II-5            

[PAGE]                                                                          

Exhibit 23.3                                                                    

Consent of Independent Auditors     

We consent to the reference to our firm under the caption "Experts"  and the    
use of our reports dated February 7, 1995, with respect to the consolidated     
financial statements, and March 23, 1995, with respect to the related financial 
statement schedules, in Amendment No. 1 to the Registration Statement           
(Form S-3 No. 33-53369) and related Prospectus of Rogers Corporation for        
the registration of 106,500 shares of its Capital Stock.                        

                                             ERNST & YOUNG LLP

Providence, Rhode Island                                                        
April 21, 1995                                                                  

II-6      

[PAGE]                                                                          

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-3 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in Rogers, Connecticut, on April 26, 1995.                          

          ROGERS CORPORATION

By      
               Harry H. Birkenruth
                                     Its President and Chief Executive Officer

____________________  

POWER OF ATTORNEY 

     Each of the undersigned hereby appoints Harry H. Birkenruth and Robert M.
Soffer, and each of them severally, his or her true and lawful attorneys-in-    
fact to execute on behalf of the undersigned any and all amendments (including  
post-effective amendments) to this Registration Statement and to file the same, 
with all exhibits thereto and other documents in connection therewith, with the 
Securities and Exchange Commission. Each such attorney will have the power to   
act hereunder with or without the other. Each of the undersigned hereby         
ratifies and confirms all that such attorneys, or any of them, may lawfully     
do or cause to be done by virtue hereof.                                        

____________________  

[PAGE]                                                                          

Pursuant to the requirements of the Securities Act of 1933, this    
Registration Statement has been signed by the following persons in the          
capacities and on the dates indicated.                                          

Name                                  Capacity                      Date        

Harry H. Birkenruth         President and Chief Executive                       
    Officer (Principal Executive
                         Officer) and Director              April 26, 1995

Donald F. O'Leary           Assistant Controller (Principal                     
                         Accounting Officer                 April 26, 1995

William A. Krein            Vice President, Finance, and                        
          Chief Financial Officer (Principal
                         Financial Officer)                 April 26, 1995

/s/ Leonid V. Azaroff*                                                          
Leonid V. Azaroff           Director                           April 26, 1995   

/s/ Leonard M. Baker*                                                           
Leonard M. Baker            Director                           April 26, 1995   

/s/ Wallace Barnes*                                                             
Wallace Barnes              Director                           April 26, 1995   

/s/ Mildred S. Dresselhaus*                                                     
Mildred S. Dresselhaus      Director                           April 26, 1995   

/s/ Donald J. Harper*                                                           
Donald J. Harper            Director                           April 26, 1995   

/s/ Gregory B. Howey*                                                           
Gregory B. Howey            Director                           April 26, 1995   

/s/ Leonard R. Jaskol*                                                          
Leonard R. Jaskol           Director                           April 26, 1995   

/s/ William E. Mitchell*                                                        
William E. Mitchell         Director                           April 26, 1995   

*By: _______________________________                                            
Attorney-in-Fact                                                    

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS AM’ Filing		Date		Other Filings
Filed on:		4/26/95
		4/21/95
		3/31/95
		3/23/95
		2/7/95
		1/1/95		10-K,  DEF 14A
		10/21/94
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