<PAGE>

    As filed with the Securities and Exchange Commission on January 24, 1997
                                                       Registration No. ________
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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


                               PICO PRODUCTS, INC.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)


                New York                                   15-0624701
      ------------------------------                  -------------------
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)



          12500 Foothill Boulevard
         Lakeview Terrace, California                         91342
  ---------------------------------------              -------------------
  (Address of principal executive offices)                 (Zip Code)


                               PICO PRODUCTS, INC.
                            1996 INCENTIVE STOCK PLAN
         --------------------------------------------------------------
                            (Full title of the plans)

                                EVERETT T. KEECH
                             Chief Executive Officer
                            12500 Foothill Boulevard
                       Lakeview Terrace, California 91342
                                 (818) 897-0028
--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                          Patricia A. Gritzan, Esquire
                           Saul, Ewing, Remick & Saul
                             3800 Centre Square West
                        Philadelphia, Pennsylvania 19102
                                 (215) 972-7139
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                 Proposed             Proposed
Title of Securities to     Amount to be      Maximum Offering          Maximum               Amount of Registration Fee
    be Registered           Registered       Price Per Share          Aggregate
                                                                   Offering Price
--------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>                    <C>                               <C>   
Common Stock, Par           110,000(1)          $2.34375              $257,812.50                    $ 78.13
Value $.01 Per Share         10,000(1)          $2.0625               $ 20,625.00                    $  6.25                
                              2,500(1)          $2.15625              $  5,390.63                    $  1.63
                              5,000(1)          $2.0625               $ 10,312.50                    $  3.13
                             67,500(2)          $1.8125               $122,343.75                    $ 37.07
                            -------                                   -----------                    -------      
                  Tota1     195,000                                   $416,484.38                    $126.21   

================================================================================================================================
</TABLE>

         (1) Represents shares issuable upon exercise of options previously
granted under the 1996 Incentive Stock Plan.
         (2) Represents shares issuable upon exercise of options available for
grant under the 1996 Incentive Stock Plan. The registration fee with respect to
these shares has been computed in accordance with paragraphs (c) and (h) of Rule
457, based upon the average of the reported high and low sales price of shares
of Common Stock on January 21, 1997.


<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.(1)

Item 2.  Registrant Information and Employee Plan Annual Information.(1)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  There is incorporated herein by this reference thereto and
made a part hereof the documents listed in clauses (a), (b), (c) and (d) below
and all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been awarded or sold or which deregisters all securities then remaining
unawarded or unsold, which shall be deemed to be incorporated by this reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

         (a) The Registrant's Annual Report on Form 10-K for the year ended July
31, 1996.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1996.

         (c) The Registrant's Current Report on Form 8-K dated November 21,
1996.

         (d) The description of the class of securities offered contained in the
registration statement filed by the Registrant to register such securities under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Experts and Counsel.

                  Certain legal matters in connection with this offering have
been passed upon for the Registrant by Saul, Ewing, Remick & Saul, Philadelphia,
Pennsylvania. Spencer W. Franck, Jr., Esquire, a partner in the law firm of
Saul, Ewing, Remick & Saul, is the Secretary of the Registrant.

--------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Pico Products, Inc. 1996 Incentive Stock Plan
         (the "Plan") delivered to persons selected to participate in the Plan
         and is not being filed with or included in this Form S-8 in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Note to Part I of Form S-8.

                                       -2-

<PAGE>



Item 6.  Indemnification of Directors and Officers.

                  Article 7 of the New York Business Corporation Law provides
generally that a corporation shall have the power to indemnify any person sued
as a director or officer of the corporation, or of another corporation,
partnership or other enterprise, if serving as such at the request of the
indemnifying corporation, in non-derivative suits for judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees), if such
director or officer acted in good faith and for a purpose he reasonably believed
to be in or not opposed to the best interests of the indemnifying corporation.
In the case of criminal actions and proceedings, such person must also have had
no reasonable cause to believe his conduct was unlawful. Indemnification of
expenses is authorized in shareholder derivative suits where a director or
officer acted in good faith and for a purpose which he reasonably believed to be
in or not opposed to the best interests of the indemnifying corporation except
that no indemnification shall be made in respect of (1) a threatened action or a
pending action which is settled or otherwise disposed of, or (2) any claim as to
which such director or officer has been adjudged to be liable to the
corporation, unless a court determines that in view of all the circumstances,
such person is entitled to indemnification for such expenses as the court deems
proper. A person sued as a director or officer of a corporation who has been
successful in defense of the action must be indemnified by the corporation
against reasonable expenses.

                  The Registrant's By-laws include the indemnification
provisions excerpted below:

                                             ARTICLE 8
                                         INDEMNIFICATION

                           The Corporation shall indemnify any person made, or
                  threatened to be made, a party to any action, suit or
                  proceeding by reason of the fact that he, his testator or
                  intestate, is or was a director or officer of the Corporation,
                  or of any other corporation which he served as such at the
                  request of the Corporation, against all reasonable expenses,
                  including attorneys' fees, actually and necessarily incurred
                  by him in connection with the defense of such action, suit or
                  proceeding, or in connection with any appeal therein, and
                  including the cost of court approved settlements, to the
                  fullest extent and in the manner set forth in and permitted by
                  the Business Corporation Law and any other applicable law, as
                  from time to time in effect. Such right of indemnification
                  shall not be deemed exclusive of any other rights to which
                  such director or officer may be entitled apart from the
                  foregoing provisions.

                           The foregoing provisions of this Article 8 shall be
                  deemed to be a contract between the Corporation and each
                  director and officer who serves in such capacity at any time
                  while this Article 8 and the relevant provisions of the
                  Business Corporation Law and other applicable law, if any, are
                  in effect, and, except to the extent otherwise required by
                  law, any repeal or modification thereof shall not affect any
                  rights or obligations then existing or thereafter arising with
                  respect to any state of facts then or theretofore existing or
                  thereafter arising or any action, suit or proceeding
                  theretofore or thereafter brought or threatened based in whole
                  or in part upon any such state of facts.


                                       -3-

<PAGE>



                           The Board in its discretion shall have power on
                  behalf of the Corporation to indemnify any person, other than
                  a director or officer, made a party to any action, suit or
                  proceeding by reason of fact that he, his testator or
                  intestate, is or was an employee of the Corporation.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following is a list of exhibits filed as part of the
Registration Statement:

          5.      Opinion of Saul, Ewing, Remick & Saul.

         10.      1996 Incentive Stock Plan (incorporated by reference to
                  Appendix to Proxy Statement filed on December 4, 1996).

         23.1     Consent of Deloitte & Touche LLP.

         23.2     Consent of Saul, Ewing, Remick & Saul (contained in Exhibit
                  No. 5).

         24.      Power of Attorney (included on signature page of the
                  Registration Statement).

Item 9.  Undertakings.

         (a)      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:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports, filed by the Registrant pursuant to
Section 12 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the Registration Statement.


                                       -4-

<PAGE>



                  (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.

         (b) 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.

         (c) Insofar as the 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 provision, 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 liability (other than 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 its counsel the matter
has been settled by controlling precedent, submit to a 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.



                                       -5-

<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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Los Angeles, State of California, on January
21, 1997.

                               PICO PRODUCTS, INC.

                               By: /s/ Everett T. Keech
                                   -------------------------------------------
                                   Everett T. Keech, Chief Executive Officer

                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby makes, constitutes and appoints Everett T. Keech
and William W. Mauritz, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                  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.

<TABLE>
<CAPTION>

               Signature                               Title                                    Date
               ---------                               -----                                    ----

<S>                                      <C>                                                           <C> 
/s/ Everett T. Keech                     Chief Executive Officer (Principal               January 21, 1997
-----------------------------            Executive Officer) and Chairman of  
Everett T. Keech                         the Board of Directors              
                                         

/s/ Charles G. Emley, Jr.                Director                                         January 21, 1997
----------------------------- 
Charles G. Emley, Jr.

/s/ David A. Heenan                      Director                                         January 21, 1997
-----------------------------    
David A. Heenan

/s/ E. B. Leisenring, Jr.                Director                                         January 21, 1997
-----------------------------     
E. B. Leisenring, Jr.

/s/ Pierson G. Mapes                     Director                                         January 21, 1997
-----------------------------   
Pierson G. Mapes

/s/ William W. Mauritz                   Director                                         January 21, 1997
-----------------------------
William W. Mauritz

/s/ Joseph T. Kingsley                   Senior Vice President, Finance and               January 21, 1997
-----------------------------            Operations, Chief Financial Officer     
Joseph T. Kingsley                       and Treasurer (Principal Financial and  
                                         Accounting Officer)                     
                                         
</TABLE>



                                       -6-

<PAGE>







                                  EXHIBIT INDEX



Exhibit No.                            Exhibit
-----------                            -------

 5                     Opinion of Saul, Ewing, Remick & Saul

10                     1996 Incentive Stock Plan (incorporated by
                       reference to Appendix to Proxy Statement filed
                       on December 4, 1996)

23.1                   Consent of Deloitte & Touche LLP

23.2                   Consent of Saul, Ewing, Remick & Saul
                       (Contained in Exhibit No. 5)

24                     Power of Attorney authorizing either of Everett
                       T. Keech or William W. Mauritz to sign the
                       Registration Statement (included in signature
                       page of the Registration Statement)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21056}]
{"company-data": {"conformed-name": "PICO PRODUCTS INC", "cik": "0000352994", "assigned-sic": "3663", "irs-number": "150624701", "state-of-incorporation": "NY", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20353", "film-number": "97510341"}, "business-address": {"street1": "12500 FOOTHILL BLVD", "city": "LAKEVIEW TERR", "state": "CA", "zip": "91342", "phone": "8188970028"}, "mail-address": {"street1": "12500 FOOTHILL BLVD", "city": "LAKEVIEW TERRRACE", "state": "CA", "zip": "91342"}}
As filed with the Securities and Exchange Commission on January 24, 1997
                                                       Registration No. ________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                               PICO PRODUCTS, INC.
--------------------------------------------------------------------------------
               (Exact name of issuer as specified in its charter)

                New York                                   15-0624701
      ------------------------------                  -------------------
      (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                  Identification No.)

          12500 Foothill Boulevard
         Lakeview Terrace, California                         91342
  ---------------------------------------              -------------------
  (Address of principal executive offices)                 (Zip Code)

                               PICO PRODUCTS, INC.
                            1996 INCENTIVE STOCK PLAN
         --------------------------------------------------------------
                            (Full title of the plans)

                                EVERETT T. KEECH
                             Chief Executive Officer
                            12500 Foothill Boulevard
                       Lakeview Terrace, California 91342
                                 (818) 897-0028
--------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                          Patricia A. Gritzan, Esquire
                           Saul, Ewing, Remick & Saul
                             3800 Centre Square West
                        Philadelphia, Pennsylvania 19102
                                 (215) 972-7139
--------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
                                                 Proposed             Proposed
Title of Securities to     Amount to be      Maximum Offering          Maximum               Amount of Registration Fee
    be Registered           Registered       Price Per Share          Aggregate
                                                                   Offering Price
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, Par           110,000(1)          $2.34375              $257,812.50                    $ 78.13
Value $.01 Per Share         10,000(1)          $2.0625               $ 20,625.00                    $  6.25                
                              2,500(1)          $2.15625              $  5,390.63                    $  1.63
                              5,000(1)          $2.0625               $ 10,312.50                    $  3.13
                             67,500(2)          $1.8125               $122,343.75                    $ 37.07
                            -------                                   -----------                    -------      
                  Tota1     195,000                                   $416,484.38                    $126.21   

================================================================================================================================
(1) Represents shares issuable upon exercise of options previously
granted under the 1996 Incentive Stock Plan.
         (2) Represents shares issuable upon exercise of options available for
grant under the 1996 Incentive Stock Plan. The registration fee with respect to
these shares has been computed in accordance with paragraphs (c) and (h) of Rule
457, based upon the average of the reported high and low sales price of shares
of Common Stock on January 21, 1997.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.(1)

Item 2.  Registrant Information and Employee Plan Annual Information.(1)

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  There is incorporated herein by this reference thereto and
made a part hereof the documents listed in clauses (a), (b), (c) and (d) below
and all documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been awarded or sold or which deregisters all securities then remaining
unawarded or unsold, which shall be deemed to be incorporated by this reference
in this Registration Statement and to be a part hereof from the date of filing
of such documents.

         (a) The Registrant's Annual Report on Form 10-K for the year ended July
31, 1996.

         (b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended October 31, 1996.

         (c) The Registrant's Current Report on Form 8-K dated November 21,
1996.

         (d) The description of the class of securities offered contained in the
registration statement filed by the Registrant to register such securities under
Section 12 of the Securities Exchange Act of 1934, including any amendment or
report filed for the purpose of updating such description.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Experts and Counsel.

                  Certain legal matters in connection with this offering have
been passed upon for the Registrant by Saul, Ewing, Remick & Saul, Philadelphia,
Pennsylvania. Spencer W. Franck, Jr., Esquire, a partner in the law firm of
Saul, Ewing, Remick & Saul, is the Secretary of the Registrant.

--------
(1)      The information called for by Part I of Form S-8 is currently included
         in the description of the Pico Products, Inc. 1996 Incentive Stock Plan
         (the "Plan") delivered to persons selected to participate in the Plan
         and is not being filed with or included in this Form S-8 in accordance
         with Rule 428 under the Securities Act of 1933, as amended, and the
         Note to Part I of Form S-8.

                                       -2-
Item 6.  Indemnification of Directors and Officers.

                  Article 7 of the New York Business Corporation Law provides
generally that a corporation shall have the power to indemnify any person sued
as a director or officer of the corporation, or of another corporation,
partnership or other enterprise, if serving as such at the request of the
indemnifying corporation, in non-derivative suits for judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees), if such
director or officer acted in good faith and for a purpose he reasonably believed
to be in or not opposed to the best interests of the indemnifying corporation.
In the case of criminal actions and proceedings, such person must also have had
no reasonable cause to believe his conduct was unlawful. Indemnification of
expenses is authorized in shareholder derivative suits where a director or
officer acted in good faith and for a purpose which he reasonably believed to be
in or not opposed to the best interests of the indemnifying corporation except
that no indemnification shall be made in respect of (1) a threatened action or a
pending action which is settled or otherwise disposed of, or (2) any claim as to
which such director or officer has been adjudged to be liable to the
corporation, unless a court determines that in view of all the circumstances,
such person is entitled to indemnification for such expenses as the court deems
proper. A person sued as a director or officer of a corporation who has been
successful in defense of the action must be indemnified by the corporation
against reasonable expenses.

                  The Registrant's By-laws include the indemnification
provisions excerpted below:

                                             ARTICLE 8
                                         INDEMNIFICATION

                           The Corporation shall indemnify any person made, or
                  threatened to be made, a party to any action, suit or
                  proceeding by reason of the fact that he, his testator or
                  intestate, is or was a director or officer of the Corporation,
                  or of any other corporation which he served as such at the
                  request of the Corporation, against all reasonable expenses,
                  including attorneys' fees, actually and necessarily incurred
                  by him in connection with the defense of such action, suit or
                  proceeding, or in connection with any appeal therein, and
                  including the cost of court approved settlements, to the
                  fullest extent and in the manner set forth in and permitted by
                  the Business Corporation Law and any other applicable law, as
                  from time to time in effect. Such right of indemnification
                  shall not be deemed exclusive of any other rights to which
                  such director or officer may be entitled apart from the
                  foregoing provisions.

                           The foregoing provisions of this Article 8 shall be
                  deemed to be a contract between the Corporation and each
                  director and officer who serves in such capacity at any time
                  while this Article 8 and the relevant provisions of the
                  Business Corporation Law and other applicable law, if any, are
                  in effect, and, except to the extent otherwise required by
                  law, any repeal or modification thereof shall not affect any
                  rights or obligations then existing or thereafter arising with
                  respect to any state of facts then or theretofore existing or
                  thereafter arising or any action, suit or proceeding
                  theretofore or thereafter brought or threatened based in whole
                  or in part upon any such state of facts.

                                       -3-
The Board in its discretion shall have power on
                  behalf of the Corporation to indemnify any person, other than
                  a director or officer, made a party to any action, suit or
                  proceeding by reason of fact that he, his testator or
                  intestate, is or was an employee of the Corporation.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The following is a list of exhibits filed as part of the
Registration Statement:

          5.      Opinion of Saul, Ewing, Remick & Saul.

         10.      1996 Incentive Stock Plan (incorporated by reference to
                  Appendix to Proxy Statement filed on December 4, 1996).

         23.1     Consent of Deloitte & Touche LLP.

         23.2     Consent of Saul, Ewing, Remick & Saul (contained in Exhibit
                  No. 5).

         24.      Power of Attorney (included on signature page of the
                  Registration Statement).

Item 9.  Undertakings.

         (a)      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:

                           (i) To include any prospectus required by Section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the Registration Statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the Registration
                  Statement;

                           (iii) 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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports, filed by the Registrant pursuant to
Section 12 or Section 15(d) of the Securities Exchange Act of 1934, that are
incorporated by reference in the Registration Statement.

                                       -4-
(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.

         (b) 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.

         (c) Insofar as the 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 provision, 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 liability (other than 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 its counsel the matter
has been settled by controlling precedent, submit to a 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.

                                       -5-
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-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunder
duly authorized, in the City of Los Angeles, State of California, on January
21, 1997.

                               PICO PRODUCTS, INC.

                               By: /s/ Everett T. Keech
                                   -------------------------------------------
                                   Everett T. Keech, Chief Executive Officer

                                POWER OF ATTORNEY

                  KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby makes, constitutes and appoints Everett T. Keech
and William W. Mauritz, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

                  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.
Signature                               Title                                    Date
               ---------                               -----                                    ----
/s/ Everett T. Keech                     Chief Executive Officer (Principal               January 21, 1997
-----------------------------            Executive Officer) and Chairman of  
Everett T. Keech                         the Board of Directors              
                                         

/s/ Charles G. Emley, Jr.                Director                                         January 21, 1997
----------------------------- 
Charles G. Emley, Jr.

/s/ David A. Heenan                      Director                                         January 21, 1997
-----------------------------    
David A. Heenan

/s/ E. B. Leisenring, Jr.                Director                                         January 21, 1997
-----------------------------     
E. B. Leisenring, Jr.

/s/ Pierson G. Mapes                     Director                                         January 21, 1997
-----------------------------   
Pierson G. Mapes

/s/ William W. Mauritz                   Director                                         January 21, 1997
-----------------------------
William W. Mauritz

/s/ Joseph T. Kingsley                   Senior Vice President, Finance and               January 21, 1997
-----------------------------            Operations, Chief Financial Officer     
Joseph T. Kingsley                       and Treasurer (Principal Financial and  
                                         Accounting Officer)
-6-
EXHIBIT INDEX

Exhibit No.                            Exhibit
-----------                            -------

 5                     Opinion of Saul, Ewing, Remick & Saul

10                     1996 Incentive Stock Plan (incorporated by
                       reference to Appendix to Proxy Statement filed
                       on December 4, 1996)

23.1                   Consent of Deloitte & Touche LLP

23.2                   Consent of Saul, Ewing, Remick & Saul
                       (Contained in Exhibit No. 5)

24                     Power of Attorney authorizing either of Everett
                       T. Keech or William W. Mauritz to sign the
                       Registration Statement (included in signature
                       page of the Registration Statement)