changes in the Senate and in Ministerial responsibilities.

Out is Senate Leader Gary Pitman, replaced by newcomer ET (Bob) Richards, who will also take over the Technology and Information Ministry from John Barritt, who is returning to the backbenches.

In are entrepreneur Allan Marshall and Cable and Wireless executive Angelita Fox.

They will take over seats in the Senate from Noela Haycock and Mr. Pitman, both of whom are stepping down to pursue other interests.

In the shake-up of Ministerial responsibilities, the Parks Department will go from CV (Jim) Woolridge's Works and Engineering to Minister of Youth and Sport Tim Smith.

And Marine and Ports will move from Tourism Minister David Dodwell's portfolio to that of Transport Minister Wayne Furbert.

Sen. Richards -- appointed to the Senate less than five months ago -- said he was looking forward to his new responsibilities and insisted he was not scared by the challenge.

He added: "I'm not the nervous kind -- I will just try and prepare myself.

Fortunately, the Premier has seen fit to leave in the Senate people who have a lot of time under their belts.

"These Senators will play a big role in helping the new people.'' Sen. Richards -- son of Bermuda's first black Premier Sir Edward Richards -- said he was also looking forward to his new Cabinet post.

He added: "I'm confident -- I've always been a bit of a techie so a technology-based Ministry is up my alley.

But he laughed: "My father might be sitting up there saying `watch out, boy, watch out.' '' Sen. Richards was speaking as he and the two new Senators were sworn in at Government House.

Allan Marshall -- a Princeton University economics and political science graduate, former banker and founder of Pure Water -- said he was on the crest of a wave at his new appointment.

He said: "I've always had a burning desire to try and contribute -- I will hopefully bring fresh ideas from someone who has had international banking experience and has moved into an entrepreneurial role.

"I think I'm someone who can understand business and deal with staff and training issues.'' See Editorial on Page 4 Cabinet changes Mrs. Fox -- assistant to the Cable and Wireless head of marketing -- admitted she was surprised to be asked to join the Senate.

And she promised her first concern would be the well-being of the ordinary Bermudian.

She insisted: "I'm just an ordinary person -- I just decided I could make some contribution to my Country and to help to ensure that any changes which are implemented by Government are beneficial for Bermudians.'' Announcing the changes yesterday, Ms Gordon said the changes meant her team would be off to a flying start in the new Parliamentary session, which starts tomorrow.

She added: "We are well positioned to lead the Country and to do whatever we know to be in the best interests of Bermuda as we go forward.'' Ms Gordon thanked her new Parliamentary team for agreeing to serve -- and their families for allowing them to give up their time to serve Bermuda.

She said: "It's not an easy job -- there are many critics, unfortunately -- but their willingness to serve their community means that Bermuda will be well-served.'' Lawyer Mr. Barritt, head of the property department at Appleby, Spurling and Kempe, said increased responsibility at work had heavily influenced his decision to ask for a return to the back benches.

But he admitted: "I have mixed emotions, no doubt about that. But I'm not quitting or retiring -- I'm only stepping back and hopefully only temporarily.'' And he pledged to work with Sen. Richards as Bermuda attempts to open up the telecommunications industry.

Mr. Pitman said he had enjoyed his time as Senate Leader, but said his position as president and treasurer of finance and insurance firm Chevron International meant he could not handle a Cabinet portfolio, normal for the Leader.

He added: "I will be staying on as party chairman, at least until the next General Election.

"But I can't run a company on Mondays and Saturdays, which I would have to have done if I had become a Cabinet Minister. I'm going to miss Senate very much.'' Mrs. Haycock -- just re-elected to the Corporation of St. George's and on the executive of the Bermuda Underwater Exploration Institute -- said demands on her time meant she had been forced to choose between Senate and her position as Alderman in Bermuda's old capital.

She added: "I really do want to be able to spend more time involved in St.

George's. It was very difficult juggling Senate and St. George's and the Underwater Institute and doing the job properly at any of the three.'' Mrs. Haycock -- who handled Environment in Senate -- added she would miss being involved in protecting the Island's heritage.

SENATE SHAKE-UP -- New Senator Angelita Fox takes the oath at Government House yesterday. She is watched (left to right) by ET (Bob) Richards, new Senator Allan Marshall, Premier Pamela Gordon and Governor Thorold Masefield.