HE USUALLY showed up late in the afternoon.

His maroon Crown Victoria cruised down busy Cranston Street -- past the hulking brick Narragansett Brewery, the used-car dealerships, the nail salons -- and then into the office building's parking lot.

As the car idled he would pull out a notebook and jot down the license plates of the other cars in the lot.

He took his time, unconcerned that people in the F. N. Zaino and Associates engineering firm might see him.

In fact, Lt. Robert P. Mattos of the Rhode Island State Police wanted Frank Zaino to know of his presence.

BY LATE 1991, Frank N. Zaino had emerged as a target in the investigation of kickbacks made during the DiPrete administration.

Zaino, an engineer, had been one of Gov. Edward D. DiPrete's main fundraisers. Now, investigators were pursuing leads from architects and engineers who said that they had funneled money through Zaino to get contracts from the state.

Zaino knew he was a target. His friend Donald R. Conlon, an architect, had just been indicted for lying to a grand jury. Zaino knew that Conlon was being pressured to inform on him.

Another friend told a grand jury that Zaino had vowed he would not go to jail for the ex-governor.

With Lieutenant Mattos keeping vigil in the parking lot, the engineer who once loved the limelight now shunned it. He felt, he said, as if he were trying to "run away from a rattlesnake.''

ZAINO HAD known trouble before.

When he was 13, back in the 1940s, his father had an extramarital affair and abandoned the family. The senior Zaino left behind his wife, four children, and a bankrupted business.

Frankie, the second child and only son, became the man of the house. He stocked grocery shelves for 20 cents an hour. The family had to move from one place to another. Once, he found himself arguing with a priest who wouldn't give the family a basket of food.

The Zainos lived in the Charles Street section of Providence, an enclave of mostly Italian immigrants who lived in the cold-water tenements near the Wanskuck mills. It was the kind of place where neighbors looked out for one another; a misbehaving child might get a spanking from any grownup on the block.

Before Mr. Zaino abandoned his family, Frankie had had a comfortable childhood. He lived in a nice house across the street from the Windmill Elementary School, and served as an altar boy at St. Ann's Church. Mr. Zaino owned a pen shop downtown, although his true talent lay in inventions. After a fountain pen leaked one day on young Frankie's shirt, Mr. Zaino created the Zaino Pen -- one of the world's first ballpoints. But bigger manufacturers beat him to the punch in marketing.

Frankie inherited his father's mechanical gift. He led his classmates in building a model of the Panama Canal; he made the wings for the bird costumes in the school play.

He continued to do well in school even after taking on more responsibilities at home. He earned straight A's at Mount Pleasant High, graduated in 1951, then served in the Army Signal Corps in Korea. He won a commendation there for his ingenuity in designing a soldiers' club; lumber was scarce, so he used telephone poles.

Back home, Frank Zaino joined a Providence engineering firm as an apprentice. He specialized in the vital innards of buildings: the heating, plumbing, ventilation, air-conditioning.

In the early 1960s, Zaino built a raised ranch house in western Cranston and entered suburbia. He put in a swimming pool and a tennis court. A few years later he launched his own engineering firm. With his wife and three children, he was living the American dream that had slipped away in his childhood.

One of his new neighbors was a successful young real-estate and insurance man, Edward D. DiPrete.

FRANK ZAINO GOT TO know Ed DiPrete through the Cranston School Committee. DiPrete was serving on its Building Committee when Zaino was doing work on the city's schools.

Schools were Zaino's specialty; then he branched out into roads and sewers. He labored long hours over his drafting table. But as his engineering firm grew -- swelling to 35 employees -- Zaino became as much an executive as an engineer.

He was a high-powered salesman; his gregarious and self-promoting nature served him well. The Rhode Island Society of Professional Engineers elected him its president.

Zaino led the Society as it discussed the need to reform government-contracting rules, in the wake of scandals in Maryland involving Spiro Agnew. Richard Nixon's vice president had been forced to resign after pleading no-contest to taking kickbacks for state contracts when he was governor of Maryland.

Unlike many of the Rhode Island Society's other engineers, who viewed campaign contributions as a necessary evil, Zaino enjoyed political fundraisers.

Zaino bought his insurance from the DiPrete agency, and when DiPrete became Cranston mayor, in 1979, Zaino enthusiastically supported him. Their wives, too, became close, through church retreats.

One Cranston architect recalled that Zaino was "in and out of the mayor's office all the time.'' This architect said that he relied on Zaino, his friend, to tell him where he stood on city contracts. The architect said that, to get work, Zaino had advised him: "You'll have to contribute heavily.''

Zaino threw parties, renting out the Lobstermania restaurant, in East Greenwich. The guests included contractors, the City Hall crowd, Mayor DiPrete.

The Cranston architect said that when he got a job from the city, "Frank would be the first in line to tell you'' that he'd be getting the engineering work.

Zaino would later tell a grand jury that payments made to DiPrete fundraiser Rodney Brusini were "tied to how much work you got. . . . In other words, if you did a lot of work, you'd better put in a lot of money.''

Zaino testified that he "didn't do too much work in Cranston.'' Brusini told the grand jury that Zaino was a regular contributor, who "was on an inner and outer-inner circle'' when DiPrete was mayor.

The Cranston engineer also found himself trying to penetrate the inner circle on the state level, he testified.

Zaino told the grand jury that under the administration of Gov. J. Joseph Garrahy, DiPrete's predecessor, Zaino had made campaign contributions with the hope of "being a little more favored'' and getting some work from the state Department of Transportation. Zaino told the grand jury that his contributions to Garrahy's and previous governors' campaigns had not been tied to any particular jobs.

When DiPrete first ran for governor, in 1984, Zaino threw himself into the campaign. According to grand-jury testimony, he raised money and donated heavily himself -- he gave more than $20,000, most of it in cash, which he delivered to Brusini.

In November 1984 DiPrete capitalized on Rhode Island's divided Democratic Party to become the state's first Republican governor in 16 years. To celebrate, Zaino invited DiPrete, his closest allies, and their wives to dinner at the Canfield House, in Newport.

Seated beneath the vaulted mahogany ceiling of the Victorian former gambling parlor, Frank Zaino said, "It's nice to have a governor as a friend.''

A FEW DAYS BEFORE DiPrete's inauguration, in January 1985, Frank Zaino strode into the State House.

As staffers of the old and new administrations bustled amid the chaos of transition, Zaino slipped into the governor's second-floor private office. He found the departing Joseph Garrahy packing boxes.

Zaino introduced himself, then got right to business: Did Garrahy know of any big state contracts coming up for bid?

Garrahy offered no help. Nonetheless, Zaino now set his sights on the kind of project that had previously eluded him.

Hard against Providence's College Hill, the sprawling Frank Licht Judicial Complex was in need of renovation. A large architectural firm had been chosen for phase one of redoing the Georgian Revival courthouse and was the favorite for the two other phases. But the attempted-murder trial of Claus von BŸlow had delayed the work, and now Zaino sought to grab the contract for himself.

Zaino told the grand jury that he went to Rodney Brusini, DiPrete's chief fundraiser. Brusini was one of the governor's closest friends and advisers, as well as the manager of the DiPrete insurance agency and Zaino's insurance agent. He had been at the recent celebration at the Canfield House.

Brusini told Zaino, according to grand-jury testimony, that he would talk to Governor DiPrete about the courthouse contract. When time passed with no word, Zaino began to worry. Finally, he asked his wife, Rosemarie Zaino, to talk to Patricia DiPrete, the governor's wife and Rosemarie's close friend.

Subsequently, Zaino told the grand jury, he was able to get into the governor's State House office to express his anxiety about getting the courthouse project. DiPrete promised to have his chief of staff track it.

Later, according to his grand-jury testimony, Zaino received a phone call from Brusini: The job was his -- with a catch.

"What's in it for us?'' Brusini said.

"What do you want, Rod?'' said Zaino.

Brusini asked what was "customary'' for architects and engineers to pay to get state jobs. Zaino said he'd heard the going rate was 5 percent of the fee charged for a big project, 6 percent for a smaller project.

Brusini, in his grand-jury testimony, said he promised to take it up with the governor, and later reported to Zaino that it was a deal.

Zaino's fee for the courthouse work was $1 million, making his obligation $50,000. He told the grand jury he had been able to reduce that by persuading Brusini to count the $20,000 he'd already given to DiPrete's 1984 campaign.

Zaino later told state investigators that he didn't pay 5 to 6 percent on every job he got.

Long afterward, a competing engineer recalled Frank Zaino's boasting to him about how he had squeezed this engineer out of the courthouse project.

Zaino was amused, said the competitor, "that he could do that.''

WORD SPREAD among some Rhode Island architects and engineers that Frank Zaino was the man to see.

"They all came flocking like a bunch of birds,'' Zaino said in an interview.

Rodney Brusini would later testify: "Frank, understand, had the cloak of the governor over him, if you will, because everyone knew that he was very friendly with DiPrete.''

In the summer of 1985, Zaino later told the grand jury, Joseph Beretta telephoned.

Joseph A. Beretta presided over one of Rhode Island's biggest architectural firms, Robinson Green Beretta Corp., which had the contract for the first phase of the Providence courthouse. It was his firm that had been the favorite to complete the renovations before Zaino edged him out.

Beretta told Zaino that he couldn't get Rodney Brusini to return his phone calls; he needed Zaino's help. Zaino, in his grand-jury testimony, said that Beretta wanted to design the state's planned $30-million medium-security prison.

Rhode Island's prison population was rising during the 1980s, and the state was under a federal-court order to address the overcrowding and the unsafe conditions. For local contractors, this time bomb represented opportunity. Architect Beretta asked engineer Zaino to put in a word for him with the governor -- and promised to hire Zaino for the mechanical engineering.

Zaino told the grand jury that he went to Rodney Brusini with Beretta's request.

"Did Joe [Beretta] understand that you have to pay for it?'' asked Brusini.

Zaino relayed the 5- to 6-percent contribution terms back to Beretta, Zaino later testified, and Beretta agreed to them. Beretta and Zaino got the prison job.

Joseph Beretta declined The Providence Journal's request for an interview. In a letter, he wrote:

"I am totally comfortable with my personal and professional activities, but I am resigned to the fact that I am unable to control what others might say, or might have said, about me or this firm, whatever their motivations might be.''

RODNEY BRUSINI told the grand jury that he had steered state projects to DiPrete-campaign contributors even though he had held no official position in state government.

Whenever Frank Zaino had been interested in a big project, he talked to Rodney Brusini. Brusini, in turn, relied on Zaino to keep other engineers and architects in line.

Zaino recalled Brusini's instructions to him: "It's your responsibility to make sure these people are supporting.''

The DiPrete-campaign organization was voracious. Edward DiPrete had spent more than $11Ú2 million to get elected governor, and he had to spend even more in his first reelection campaign. His Democratic challenger in 1986 and 1988, businessman Bruce Sundlun, was a millionaire who jump-started his campaigns with his fortune.

Frank Zaino told the grand jury that he was occasionally reminded by Rodney Brusini to pay his share. " "You're making a lot of money,' '' Zaino quoted Brusini as saying. " 'Where's ours?' ''

Brusini preferred cash, Zaino testified. But it was hard to come up with a large amount of cash, so Zaino also wrote checks to the DiPrete campaign.

Zaino was a regular in Brusini's office, at the F. A. DiPrete agency, in Cranston. Zaino told the grand jury that he would stuff cash and checks in envelopes and drop them off at the agency.

Zaino said he would also send his son, who worked as an engineer at Zaino's firm, to deliver envelopes to Brusini and pick up envelopes from contractors.

The son, Frank A. Zaino, testified that at first he thought the bulging envelopes contained insurance forms; then he decided that the deliveries were too frequent for the contents to be insurance forms.

The father would tell the son that the contributions were necessary to obtain state work.

IT WAS SOMETIME IN 1988, Frank N. Zaino told the grand jury, that he began to sense a rift within the DiPrete camp.

People were saying that Rod Brusini, Ed DiPrete's old friend, was on the outs. Zaino saw a new face emerging: the governor's 29-year-old son.

Dennis L. DiPrete was an aggressive young engineer, co-founder of a successful Massachusetts firm who had returned to his roots in Cranston and tapped into the Rhode Island construction boom. By 1988, he was also becoming active in his father's political fundraising.

Zaino became aware of tension within the ranks, he testified, while maneuvering for a piece of another big project at the state prison: construction of an addition to the Intake Center, for prisoners awaiting trial.

Like Rodney Brusini, Dennis DiPrete held no official position in state government. Nevertheless, testified Zaino, the younger DiPrete one day asked Zaino to assemble a team of contractors for the Intake Center.

When Brusini found out, he telephoned Zaino, "screaming blue murder,'' Zaino testified. "Stay the hell out of this!'' Brusini ordered him.

Zaino immediately called Dennis DiPrete, Zaino told the grand jury, and asked, "What the hell are you getting me into?''

"Don't worry,'' the younger DiPrete answered, as recounted by Zaino. "We'll take care of it.''

About a week later, according to Zaino's testimony, Governor DiPrete dropped by Zaino's engineering firm, in Cranston, as he'd done in the past. While his state-police driver waited outside, the governor sat on the plush red sofa in Zaino's office and chatted with the engineer.

Suddenly, recalled Zaino, DiPrete said, "Do you think Rod [Brusini] is skimming?''

"Eddie,'' Zaino replied, "don't get me in the middle of this thing. You two guys are dear friends.''

DiPrete then said, according to Zaino's testimony: "From now on, just deal with Dennis.''

Edward DiPrete gave a different account of that meeting. He told The Providence Journal that he had stopped by Zaino's office at Zaino's request, and that he sensed a "fundraising rivalry'' between Zaino and Brusini. DiPrete said he assured Zaino, "It all goes to the same place.''

ONE DAY after Zaino started dealing with Dennis DiPrete, Zaino later told the grand jury, the subject of the DiPretes' falling out with Rodney Brusini came up.

Dennis DiPrete, Zaino testified, "revealed to me that . . . he suspected or that he knew that Rod had not turned in all of the cash he had gotten or all of the funds he had gotten from someone, and had skimmed off those funds.''

Zaino testified that Dennis DiPrete told him the money was a payment from a prominent developer and DiPrete-campaign contributor, Richard Baccari.

Zaino told the grand jury that Dennis DiPrete told him that Baccari had given money to fundraiser Rodney Brusini "on behalf of'' a long-time associate of Baccari's and a DiPrete contributor, Leonard Garofalo. The money, Zaino testified, was to help Garofalo obtain the state contract for the prison Intake Center.

According to court records, Zaino told investigators that he had learned in advance, from both Garofalo and Brusini, that Garofalo would get the job of redesigning the Newport County Court House. Zaino, too, received a piece of that state project, the court records show.

Zaino also told investigators, according to a prosecution memo, that Dennis DiPrete had called him in 1989 about Garofalo.

"Dennis wanted Zaino to tell Garofalo that he wanted the money that Garofalo had previously agreed to pay,'' says the memo, written by prosecutor J. Richard Ratcliffe. Consequently, Zaino told investigators, he picked up an envelope from Garofalo, who told him it contained $30,000 -- $10,000 of it in cash, for the governor, and $20,000 in checks, from Garofalo's subcontractors.

Ratcliffe's memo identified Garofalo as a member of Zaino's "loop." Others in the loop included David Presbrey, Donald Conlon, and Norton Salk -- architects who had admitted giving Zaino money for state contracts. But unlike the others, wrote Ratcliffe, Garofalo had refused to cooperate with the investigation.

According to Ratcliffe's memo, Garofalo initially denied in grand-jury testimony that he had made cash contributions. When he was brought back to the grand jury and confronted with new information, wrote Ratcliffe, Garofalo invoked his Fifth Amendment right against self-incrimination and declined to answer. His grand-jury testimony is not part of the public record.

Neither Leonard Garofalo nor Richard Baccari responded to The Providence Journal's requests for comment.

According to the prosecution memo, Rodney Brusini would later dispute what Zaino had said, asserting that he had never received cash from Baccari. On the basis of Brusini's conversations with Edward DiPrete, Brusini said, he had assumed that Baccari was dealing directly with the governor; when Baccari's name came up at campaign finance-committee meetings, Brusini said, the governor would say, "He is all set.''

UNDER DENNIS DiPRETE, Zaino testified, fundraising was different.

Between the younger DiPrete's aggressive style and the campaign's increasing financial needs, Frank Zaino felt more pressure than ever to come up with money.

He threw fundraising parties at his house, in Cranston. Politicians mingled with contractors on the tennis court, compared expensive cars, and splashed in the pool. Zaino held other fundraisers at the East Greenwich Yacht Club, where he kept his boat, and on Newport's Goat Island.

After these events, Zaino told the grand jury, he would stuff the contributions in an envelope and drop it off at Dennis DiPrete's engineering office, also in Cranston. Zaino's face became familiar to DiPrete's secretary; he also phoned frequently, and was one of a handful whom the secretary was instructed to put right through.

Zaino and the younger DiPrete often ate together at restaurants, chewing over campaign business and upcoming state projects. Zaino told the grand jury that Dennis DiPrete knew in advance which contractors were getting which jobs -- the governor's son would say that he was in touch with the state official involved in choosing the contractors.

Dennis DiPrete would also visit Zaino, at his engineering office.

The executive vice president of Zaino's company told the grand jury that he had once cashed a check for his boss, then saw Zaino at his desk putting bills into an envelope. The man glanced out the window and saw Dennis DiPrete drive up.

Uneasy, the man walked out of Zaino's office.

THE MONEY was flowing in and out of Frank Zaino's company. Zaino, legally limited to contributing $2,000 a year, used relatives and employees to conceal how much he actually gave to the DiPrete campaign. These other people wrote checks to the campaign, and then Zaino repaid them with money from his company's travel-and-entertainment account -- a move that would later expose him to a possible charge of tax fraud.

State investigators eventually concluded that Zaino had spent $108,000 in 1990 alone on contributions and personal expenses that were charged to his company's travel-and-entertainment account.

State auditors helped Zaino amend his 1991 tax return to include unreported income from previous years. According to court records, the review of Zaino's finances turned up an additional $155,270 in taxable income for the years 1988 through 1990. Later, the auditors' assistance would haunt the state's prosecutors.

FRANK ZAINO seemed the picture of success. Business was good. Life was fun. He drove a Jaguar, owned a time-share in St. Maarten, and spent $18,000 a year on clothes for him and his wife.

But there were complications in his personal life.

In 1989, Zaino's wife of 33 years, Rosemarie Zaino, left him. With a divorce looming, Zaino became even more preoccupied with money.

He opened a bank account in the name of his son and daughter-in-law and, according to grand-jury testimony, told friends that he used it to hide money from his wife. Prosecutors later said they knew that during the divorce proceedings Zaino had failed to report to Family Court money in this and other accounts. This knowledge of the nonreporting of assets would also later haunt the prosecutors.

Zaino tapped his company's expense account during the next year to take a woman to Florida, Bermuda, and Barbados; he also bought lingerie from Frederick's of Hollywood and Victoria's Secret.

At fundraisers, other contractors would point out the younger blond woman on the arm of the older engineer with the brushed-back silver hair.

Meanwhile, Dennis DiPrete's demands escalated.

In grand-jury testimony, Zaino's son recalled Zaino's complaints: "That's all they want -- money, money, money.''

IN THE AUTUMN of 1990, the end was near for Governor DiPrete.

Tainted by accusations of ethical lapses and wounded by the region's slumping economy, Edward DiPrete went into his final campaign trailing his Democratic opponent, Bruce Sundlun. It was a desperate campaign.

Frank Zaino sensed the desperation when Dennis DiPrete called one day in October. The DiPretes needed $5,000 to hire a Virginia detective to investigate Sundlun, Zaino later recalled before the grand jury.

"Dennis, come on,'' Zaino protested. "I'm totally out of cash, totally out of green dollar bills, and I can't help you out.''

But DiPrete insisted, Zaino testified. Eventually, said Zaino, he funneled the money to Dennis DiPrete through a City of Warwick project they were both working on.

To no avail. Edward DiPrete was trounced in November. Come the new year, Frank Zaino no longer had a friend in the governor's office.

Even then, Dennis DiPrete wouldn't quit. In early 1991, with the new governor and most of Rhode Island embroiled in the banking crisis, he telephoned Zaino. Zaino later said that Dennis DiPrete ordered him to round up money that architects still owed for DiPrete-administration work they were doing.

"Dennis, no way in hell am I going to do that,'' Zaino recalled protesting.

" 'They owe it to us,' " he recalled DiPrete responding.

Zaino, according to his grand-jury testimony, said he would no longer "shake [people] down.''

A FEW DAYS after his conversation with Dennis DiPrete, Frank Zaino later said, he received a call from Edward DiPrete.

The ex-governor said he would be grateful for any help Zaino might be able to give toward reducing his campaign debt. Their conversation was cordial. But Zaino was tapped out; by his own reckoning he had given DiPrete's people $200,000.

Zaino still considered the ex-governor a friend. When he learned that the authorities were investigating architects and engineers, he warned DiPrete.

They met at the Cape Cod restaurant, on Cranston's Reservoir Avenue. Zaino had heard the rumors that DiPrete was up for a presidential appointment from George Bush.

"You'd better think twice about embarrassing the president,'' he recalled telling DiPrete.

AS 1991 PROGRESSED, the investigators began closing in on Zaino. State Police Lieutenant Mattos was visiting the Zaino Associates parking lot, questioning Zaino's friends, going through Zaino's business records.

Zaino's architect friend Donald Conlon was indicted for lying to a grand jury. Zaino believed that Conlon would now be pressured to talk.

Shortly before Thanksgiving of 1991, Zaino's lawyer approached the attorney general's office about making a deal.

The prosecutors wanted Zaino to plead guilty to extortion. Zaino refused.

The prosecutors debated what to do. "Do we need Zaino to give us DD [Dennis DiPrete]?'' an investigator jotted in notes to himself.

The attorney general, James E. O'Neil, was itching to move the case along. If Zaino was charged, it could be two years until a trial -- during which time Zaino might be lost as a witness against the DiPretes.

O'Neil agreed to give Zaino immunity. Zaino took his offer and was spared possible tax-fraud charges related to his personal use of travel-and-entertainment money.

On Dec. 5, 1991, with his lawyer at his side, Frank Zaino walked into the attorney general's conference room.

A battery of prosecutors and investigators sat around the long walnut table. They saw a thin man in his 50s, with hawk-like features and a confident stride. The man wore a colorful tie and a gold pinkie ring, and he smelled of cologne.

As Zaino eased himself into a blue padded chair, he looked around the table and fixed his gaze on Lieutenant Mattos. Then he spoke.

"You can call off the dogs.''

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