BY THE SUMMER OF 1991, Dennis L. DiPrete was hearing footsteps.

Business associates reported that they'd been questioned about him by a grand jury.

He would run into Atty. Gen. James E. O'Neil at the Capital Grille and other Providence restaurants and bars. One day, he asked O'Neil what was going on.

" 'Don't be seeing ghosts behind trees,' " DiPrete later recalled the affable prosecutor saying, reassuringly. " 'If you want to come down and talk, come on.' "

The next day, DiPrete went down to the attorney general's headquarters. The two men chatted briefly in O'Neil's office. DiPrete later said he could not remember O'Neil's exact words but that he left feeling unconcerned.

By autumn, however, the footsteps had grown louder. Frank N. Zaino, the Cranston engineer and former DiPrete fundraiser, had begun to cooperate with the prosecutors.

Zaino told them about money that he had delivered to Dennis DiPrete in order to secure state work from the DiPrete administration.

The younger DiPrete, a successful engineer, had held no post in his father's administration but had been active in handing out state contracts, according to Zaino and other witnesses. Zaino told a grand jury that Dennis DiPrete had kept a running tally of contributions; DiPrete would tell Zaino that everybody was paying.

Meanwhile, a former DiPrete-administration official, Mathies J. Santos, described to prosecutors how he had taken Dennis DiPrete's direction on which architects and engineers to select for state construction projects.

Witnesses also told the authorities that the year Dennis DiPrete turned 30, 1988, he had replaced Rodney M. Brusini as Governor DiPrete's key fundraiser and dispenser of state contracts.

Several contractors told investigators of having courted Dennis DiPrete for state work. One contractor told a grand jury that he had considered Dennis DiPrete "an ear to the governor."

IN THE 1980s, when his popular father was ensconced in the State House, Dennis DiPrete moved back to Rhode Island from Massachusetts.

After studying civil engineering at Merrimack College, DiPrete had remained in Massachusetts and started his own firm. But by the mid-1980s, with a real-estate boom on the Rhode Island horizon, DiPrete returned to Cranston, to make his mark on the land that had defined his family for three generations.

Since childhood, Dennis DiPrete had had construction in his blood. His grandfather Frank A. DiPrete had emigrated as a boy from Italy and become a carpenter and house builder; in 1919 he founded the Cranston family business, F. A. DiPrete Realty.

Investing shrewdly in land in western Cranston, which was then largely rolling hills and orchards, Frank DiPrete was able to put his five sons through college -- three at Brown, one at Harvard, and one, Edward, at Holy Cross, in Worcester. One of the last houses the patriarch built was Edward's, on Wilbur Avenue, where Dennis and his six brothers and sisters grew up.

Frank DiPrete built tree forts for his grandchildren, and bought Dennis his first hammer and toolbox. The young DiPretes would scamper around the stacks of lumber and roofing shingles at their grandfather's construction sites, oversized carpenter's aprons dangling from their hips.

The grandfather showed them how to retrieve and straighten bent nails, rewarding them with his loose change.

During high school, in the 1970s, Dennis worked construction; he also joined another family enterprise -- politics. A relative, James DiPrete, had been mayor of Cranston in the '60s; when Dennis's father, Edward, ran for the school board, Dennis and the other children made campaign signs and went door to door.

Dennis was friendly, outgoing; his 1976 Cranston West yearbook caption reads: "An honest, kind and willing fellow."

Success came quickly. Within a few years of college, he was a partner in a 30-plus-employee engineering firm, DiPrete-Marchionda & Associates, which expanded from Massachusetts into New Hampshire and Rhode Island.

In 1985, responding to the pull of home and opportunity, DiPrete dusted off his late grandfather's plans for some family land in western Cranston and dived into Rhode Island's real-estate market.

His ambition would place him in the middle of the action -- and, later, controversy.

IN THE FALL of 1991, Rhode Island investigators, seeking to learn more about Dennis DiPrete's dealings, drove up to Stoneham, Mass., to talk to Paul Marchionda.

Marchionda had been DiPrete's business partner until a bitter split, the year before. The two had met when DiPrete was in college, and worked together at a Massachusetts engineering firm before starting their own.

At first, they were a good team. The outgoing DiPrete worked in the field, meeting people and drumming up business, while the quieter Marchionda ran the office.

As DiPrete-Marchionda & Associates grew, the two partners ventured into real estate. They invested in a New Hampshire ski area, Highland Mountain, where they planned to market condominiums. (When the condo market began to sour, DiPrete had to pour in several hundred thousand dollars to keep the project afloat.)

Meanwhile, the busier he became in Rhode Island, the more Dennis DiPrete drew criticism that he was trading unfairly on his father's name.

In 1988, The Providence Journal carried stories chronicling complaints from Rhode Island environmental regulators. The regulators said they'd been pressured by the governor's office to approve wetlands permits for projects that Dennis DiPrete was working on.

Officials at the Department of Environmental Management were also displeased at the state's hiring of Domenic V. Tutela, an engineer and DiPrete loyalist, to conduct an environmental study, even though his firm had been rated last among the bidders.

Frederick Lippitt, the DiPrete director of administration who hired Tutela, told reporters that the choice had actually been the governor's. The statement, in the midst of DiPrete's reelection campaign, touched off a political furor.

The governor denied any favoritism. But according to Paul Marchionda, Dennis DiPrete had boasted that his father, back when he was mayor of Cranston, had "made" certain engineers -- including Domenic Tutela.

Two other witnesses told the grand jury that Governor DiPrete's advisers had instructed them to hire Tutela for state projects. According to court records, the former DiPrete chief of staff, Michael M. Doyle, said that the governor had asked him to get Tutela a particular job; the governor, said Doyle, "loved Tutela."

Marchionda said that Dennis DiPrete had told him that Dennis and his father would discuss state projects involving architects and engineers. An investigator's notes include the phrase "His father would solicit his advice."

THE GOVERNOR and his son were close. That closeness, Marchionda said in a deposition, extended to some family real-estate investments.

By the early '90s, the attorney general and the state police weren't the only ones interested in the DiPretes; a state commission created to investigate Rhode Island's banking crisis also focused on Dennis DiPrete's business affairs.

During public hearings in the spring of 1992, the banking-crisis commission revealed that Edward and Dennis DiPrete had been involved in two Cranston land deals financed by questionable loans. The commission concluded that the loans had been based on faulty appraisals, and, in one instance, on property that was largely swamp land.

The commission traced a money trail from failed Rhode Island credit unions into various DiPrete bank accounts. According to court records, Paul Marchionda, who had been a partner in one of the ventures, testified that Dennis DiPrete had told him that the governor was a silent partner.

The DiPretes denied that Edward DiPrete had been a partner. The money he received as a result of the sale of the land, they testified, was $30,000 that Dennis gave his father in gratitude for his father's having paid his college tuition.

Marchionda testified that he had become increasingly frustrated with Dennis DiPrete. DiPrete, said Marchionda, had been spending more and more time on his private dealings and less and less time on their engineering business.

The last straw, Marchionda told the investigators, was another DiPrete-family venture -- one that would catapult Dennis DiPrete into the public eye.

IT BECAME KNOWN in Rhode Island political lore as "the Cranston Land Deal."

On a single day in February 1988, Governor DiPrete, his sons Dennis and Thomas, a son-in-law, and ex-Cranston Mayor James Taft bought some land in Cranston and resold it to a Texas developer -- for $2 million more than they had paid for it.

The deal hinged on a controversial zoning variance that the DiPretes had obtained, allowing the construction of 240 apartments. The Cranston Zoning Board of Review, five of whose seven members had been appointed by former Mayor Edward DiPrete, approved the variance, despite the objections of more than 100 city residents.

A month later, the Texas developer received a state wetlands permit to develop another piece of land, in North Providence. Dennis DiPrete had done some engineering work on that property, and state environmental officials later said that they had been pressured by the governor's office to issue the permit.

The ensuing firestorm, coming during the governor's reelection campaign, threatened Edward DiPrete's political future.

"I never have and never will allow my office to be used for personal gain," said Governor DiPrete.

"I've never gotten any favors from anyone," said Dennis DiPrete.

In the fall of 1988, with his popularity plummeting, the campaigning governor made a television commercial in which he offered the voters an apology of sorts: "I sense that some of you may believe that I have let you down. If this is true, then I'm sorry."

Privately, the governor was fuming, recalled a former campaign adviser, speaking to investigators in 1992. Michael M. Doyle, who had been Governor DiPrete's chief of staff, said that DiPrete had been "wild" about having to apologize because he felt he had nothing to be sorry about.

According to investigators' interview notes, Doyle said that he and another DiPrete strategist, Robert D. Murray, had been enlisted to "concoct" the apology ad.

BY THE END OF THAT 1988 campaign -- which Governor DiPrete won by a margin of less than 2 percent -- Dennis DiPrete had emerged as a key confidant of his father's.

Mathies J. Santos, a DiPrete-administration official who served on the committee to select architects and engineers, later testified that at that time he began taking direction from Dennis DiPrete on whom to select for state projects.

Previously, Santos testified, he had sent the governor documents listing the bidders on projects, in an envelope marked Personal and Confidential; the envelope would come back containing the governor's choices checked off. But by 1988, Santos told the grand jury, he had stopped sending the lists to the governor and begun meeting with Dennis DiPrete.

Santos testified that he had previously become friendly with the governor's son. The two would meet for drinks at Providence hangouts for young professionals, such as Tortilla Flats and the Hot Club.

Santos assumed that Dennis was speaking for the governor because he knew Dennis was his father's political confidant. And after Dennis became involved, Santos testified, Santos stopped dealing with the governor on the selection of architects and engineers.

BEFORE 1988, Rodney Brusini -- Edward DiPrete's friend, adviser, and chief fundraiser -- had for years been the man to see for a state contract, according to grand-jury testimony. But by 1988 he and the governor had had a falling out.

Frank Zaino, the engineer who by late 1991 was cooperating with the prosecutors, told the grand jury about a visit from Governor DiPrete when DiPrete raised the question of Rodney Brusini's skimming money. From then on, Zaino testified, the governor instructed Zaino to stop dealing with Brusini, and instead see Dennis.

Meanwhile, one of Dennis DiPrete's former girlfriends told the investigators of having witnessed a heated argument at Brusini's house between Brusini and Dennis; she said Dennis had shouted that he didn't trust Brusini.

One builder, in grand-jury testimony, recalled a conversation he had had with Governor DiPrete's strategist Michael Doyle; Doyle told the builder that Dennis DiPrete had taken over the handling of all the state contracts. (Doyle recently denied this to The Providence Journal, saying that he was unaware of any involvement by Dennis in awarding state contracts; the builder, said Doyle, must have confused contracts with fundraising.)

Others testified that Dennis DiPrete had helped his college roommate, Stephen Crockett, an engineer in Massachusetts, get state work in Rhode Island. One engineer testified that he'd been told that Crockett "came with the job."

When Crockett appeared before the grand jury, he testified with reluctance, invoking the Fifth Amendment protection against self-incrimination. Later that day, after the prosecutors had given him immunity, Crockett agreed with a prosecutor that Dennis DiPrete had had "his pulse" on state jobs in Rhode Island.

Asked why an older, established Rhode Island engineer would hire Crockett, a younger engineer from out of state, Crockett said, "I assume in part . . . trying to impress Dennis, or show Dennis that he was treating his friends properly."

During this period, Dennis DiPrete became more visible publicly, as well as behind the scenes. He went to the White House to arrange for President Bush to attend a Rhode Island Republican fundraiser. People generally spoke of the younger DiPrete as being personable and bright -- an ambassador for his father.

"He's competent, he's family, and he's loyal," said the governor to an interviewer. "What more do I want?"

PAUL MARCHIONDA, Dennis DiPrete's onetime business partner, told investigators that Dennis viewed money as a measure of success.

Frank Zaino, the engineer, told a grand jury that Dennis DiPrete was constantly asking him for more money.

Businessman Carl Marcello described for a grand jury his courtship of Dennis DiPrete. One day over lunch at 3 Steeple Street, a Providence bistro, Marcello made a case for the state's rental of space in his Foundry mill complex.

" 'Who the _____ do you think you are?' " Marcello recalled DiPrete's snapping.

" 'What the _____ have you ever done for my father?' "

Marcello told the grand jury that DiPrete's ingratitude, as much as his coarseness, had stunned him: Marcello had just recently given $10,000 to Edward DiPrete's campaign, donating under the names of his various companies, he said, to get around the $2,000 contribution limit. Marcello called the contribution "insurance" to help him win the desired state lease. Marcello had also made sure, he told investigators, that Dennis DiPrete's engineering firm was hired for work at the Foundry.

After the lunch meeting, according to one of Marcello's employees, Marcello was furious. Marcello told the grand jury that Dennis DiPrete was "a piece of dirt."

Then there was the experience of Pen Fang, an engineer who had drifted into Dennis DiPrete's orbit. Hungry for state contracts, Fang began contributing to the Friends of DiPrete and networking.

One day, Fang told a grand jury, his efforts brought him to a clambake in Little Compton, where he touted his qualifications to Ronald DiOrio, then the governor's policy director.

" 'Bull____,' " Fang recalled DiOrio's responding. " 'You're not qualified until the governor says you're qualified.' "

Fang, the West Warwick town engineer, turned to Michael Levesque, the town's mayor and a friend of Dennis DiPrete's; Fang later told a grand jury that several colleagues had told him Dennis DiPrete had a "profound influence" over who got state work.

Levesque arranged for Fang and Dennis DiPrete to meet. After the introduction, Fang said, he and DiPrete periodically had breakfast at the Providence Marriott.

During Governor DiPrete's 1990 reelection campaign, Fang testified, Dennis DiPrete had said that Fang might be able to get bigger state projects if he raised $15,000. Afterwards, a Friends of DiPrete staffer kept calling Fang, pressing him to schedule a fundraiser; Fang talked to some potential donors, he said, but wasn't able to deliver.

Fang testified that Dennis DiPrete had twice told him state work was going to Fang -- before the contracts had been awarded. When Fang had asked DiPrete, "How do you know?," Fang testified, DiPrete just laughed.

It's unclear how much state work Fang got, but he did get some. He told investigators that in late 1989 Dennis DiPrete had informed him that he would get $8,000 as a subcontractor on work at the Veterans Memorial Auditorium.

CRITICISM OF Dennis DiPrete also came from the man whose embezzling had sparked the state's banking crisis and whose dealings with the DiPrete administration had triggered the current investigation. Joseph Mollicone Jr., entrepreneur and recently returned fugitive, told the authorities that he had found the younger DiPrete "abrasive," and that he had not wanted to do business with him.

Dennis DiPrete's secretary, Margaret Dessler, told prosecutors that she had noticed a distinct change in her boss's personality during 1990, his father's final year as governor.

According to court records, Dessler said that Dennis DiPrete's business was not very active in 1990, and that he was constantly "running out of the office."

When DiPrete called in for messages on his cellular phone, said Dessler, she was under orders not to use the full names of certain callers. She testified that she would give DiPrete only the first names of people who had called, and then he would call her back from a non-cellular phone to discuss the messages.

Dessler also said that calls from certain people were "find-Dennis calls": she was to get in touch with DiPrete immediately. Among these callers, she said, were Governor DiPrete, Frank Zaino, and Michael W. Piccoli, a Smithfield contractor who would later testify that he had delivered kickbacks to Dennis DiPrete for a state contract.

DENNIS DiPRETE didn't fit the humble DiPrete image.

While his father molded a public persona around the family camper -- the well-known Winnebago -- hamburgers, and vacations in Atlantic City, the son drove sports cars, ate at expensive restaurants, and vacationed in Las Vegas and Monte Carlo.

The younger DiPrete owned a $40,000 cigarette boat, named Double Trouble. His brother Thomas sank it in Narragansett Bay, and then Dennis bought another.

One year, said Dennis DiPrete, he did more than $2 million worth of business. He was still in his 20s and, by his reckoning, earning four times as much as his father, the governor.

Only when Dennis reached 30, a former girlfriend told investigators, did he understand the magnitude of his family's wealth.

The ex-girlfriend entered the DiPrete case in 1992.

Dale DeRosa was known to Lt. Robert Mattos, the state-police detective assigned to the case; he also knew that she and Dennis DiPrete had a young daughter. DeRosa now lived in upstate New York, with her parents, but had come back to Rhode Island to pick up their daughter from a holiday visit with the DiPretes. Lieutenant Mattos gave her a call.

When Dale DeRosa walked into the attorney general's building, she sent a buzz through the office: everyone wanted a glimpse of the woman who had wanted to be "Mrs. Dennis DiPrete."

DeRosa seemed comfortable facing two prosecutors and three investigators. She talked for more than an hour about the DiPretes.

According to court records, DeRosa had met Dennis DiPrete in 1986, after he opened an office in the Cranston shopping center that she managed, Garden City. Soon they were dating.

DeRosa told the investigators that she began accompanying DiPrete to political fundraisers for his father. They also went out to eat a lot -- dinners punctuated by DiPrete's business dealings.

A frequent dining companion was Frank Zaino, the Cranston engineer who would later testify about giving money to obtain state contracts. DeRosa recalled that Dennis and Frank were "always" talking business and state building contracts.

Various businessmen who joined DiPrete and DeRosa at dinner seemed to want only one thing: "Can you help me get that job?" Or "See what you can do for me."

DeRosa told the investigators, according to their interview notes, that DiPrete would usually answer: "I'll see what I can do," or "It will be taken care of," or "We will get it done."

Over dinner or at political functions, said DeRosa, she would see people pass envelopes to Dennis DiPrete. He'd tell her they were notes for his father.

Dennis and Edward DiPrete were close, said DeRosa; Dennis talked over "everything" with his father. She said that Dennis spent a lot of time on politics and fundraising -- he always seemed to be going up to the State House for something.

DeRosa told the investigators that she recalled having seen legal pads and other records kept by Dennis that reflected how much money various businesses had contributed to the DiPrete campaign. Once, she said, she asked Dennis why so many people came to him, instead of going directly to his dad, the governor.

" 'Well,' " she said Dennis had answered, " 'my father's a busy man. They know they have to come to me first to get to my father.' "

ACCORDING TO court records, Dale DeRosa recalled that in June 1986 she accompanied Dennis DiPrete when he delivered an 8 1/2-by-11-inch manila envelope to the house of a Rhode Island labor leader, Manuel Sousa, of the Laborers' union.

The Laborers' had endorsed Edward DiPrete in his campaigns, and Sousa and the governor were close, investigators learned from engineer Pen Fang. The governor had appointed Sousa to the state fire-safety board.

As Dennis DiPrete drove to Manuel Sousa's house, said DeRosa, she picked up the manila envelope, which was about 3 inches thick. Dennis snatched it away, saying, she said, " 'Well, it's just money in there. You don't want to know about that.' "

They delivered the envelope to Sousa, said DeRosa, then drove to the DiPrete family home, in Cranston, where they encountered an angry Governor DiPrete.

" 'I specifically told you, Dennis: Go alone,' " DeRosa recalled DiPrete's yelling at his son. " 'Why did you take her?' "

" 'Oh, she doesn't know anything,' " she recalled Dennis's responding. "'She's okay.' "

Sousa, who put on several DiPrete fundraisers, recently told The Providence Journal that Dennis DiPrete had once stopped by his house to collect money from a fundraiser. Sousa couldn't recall whether DeRosa was with DiPrete, but denied that the governor's son had ever brought him money.

"They gave me an envelope?" said Sousa. "Are you kidding?"

IN THE FALL of 1987, Dale DeRosa gave birth to a girl. She and Dennis named her Denalee, after Dennis Lee DiPrete. DiPrete, who by then was dating other women, paid for DeRosa to live in an $800-a-month West Warwick condominium; he also gave her $1,200 a month for expenses, according to notes from her interview with the investigators.

Eventually, DeRosa and Denalee moved to New York state, to live with DeRosa's parents.

In February 1989, DiPrete took DeRosa and their daughter, 1 1/2, to Disney World, in Florida. They stayed at the Hotel Royal Plaza, a luxury resort near the Magic Kingdom.

One day at the hotel, while DeRosa was in the shower, she told investigators, she heard Dennis yelling from the next room. She rushed out to find that little Denalee had somehow opened the safe in his room. According to court records, DeRosa said that she had peered inside and seen stacks of 100-dollar bills, 6 to 8 inches high.

DeRosa said that DiPrete was upset that she had seen the money; she said that she asked where he'd gotten all that cash, but he didn't tell her. He said that after he left Disney World he'd be going to St. Thomas, in the Virgin Islands, to meet his "other girlfriend." Before he left, said DeRosa, he gave her $500.

IT WASN'T LONG after Dale DeRosa's 1992 visit to the attorney general's office that the investigators caught another break in the DiPrete case.

Tipped off to look at a questionable sewer-construction contract in Cranston, the investigators found themselves on the trail of Michael Piccoli, the contractor from Smithfield.

Within months, the investigators had built an overwhelming case that Piccoli had padded his construction bills in Cranston and paid kickbacks to Cranston city officials.

The investigators also found evidence that Piccoli had been wheeling and dealing at the state landfill, which he had overseen as a DiPrete-appointed member of the board of the state Solid Waste Management Corporation.

The authorities had Piccoli dead to rights. They invited him downtown for a conversation.

After listening to the charges he faced, Piccoli said he would cooperate.

"I can't give you the governor," he said. "But I can give you Dennis."

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