<PAGE>


    As filed with the Securities and Exchange Commission on February 26, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 SUNSOURCE INC.
               (Exact name of company as specified in its charter)

            Delaware                                      23-2874736
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

              3000 One Logan Square
            Philadelphia, Pennsylvania                           19103
    (Address of principal executive offices)                  (Zip Code)

             SUNSOURCE INC. Nonqualified Deferred Compensation Plan
                            (Full title of the plans)

                                Joseph M. Corvino
               Vice President - Finance, Chief Financial Officer,
                             Treasurer and Secretary
                                 SunSource Inc.
                              3000 One Logan Square
                        Philadelphia, Pennsylvania 19103
                     (Name and address of agent for service)

                                 (215) 282-1290
          (Telephone number, including area code, of agent for service)

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

                         Copy of all communications to:
                            Thomas J. Sharbaugh, Esq.
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 963-5000


<TABLE>
<CAPTION>

                                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
    Title of securities       Amount to be          Proposed maximum        Proposed maximum          Amount of
     to be registered        registered (1)          offering price            Aggregate           registration fee
                                                        per share            offering price
---------------------------------------------------------------------------------------------------------------------
<S>                         <C>                   <C>                       <C>                   <C>
Deferred Compensation          $6,000,000 (2)             100%               $6,000,000 (2)             $1,500
Obligations
=====================================================================================================================
</TABLE>

(1) The Deferred Compensation Obligations are unsecured obligations of SunSource
    Inc. to pay deferred compensation in the future in accordance with the
    terms of the SunSource Inc. Nonqualified Deferred Compensation Plan.

(2) Estimated solely for the purpose of calculating the registration fee.

================================================================================

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.       Incorporation of Documents by Reference.
              ---------------------------------------

         The following documents filed by SunSource Inc. (the "Registrant" or
the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000.

         3. The Registrant's Current Report on Form 8-K dated March 2, 2000 and
filed on March 17, 2000.

         4. The Registrant's Current Report on Form 8-K dated April 7, 2000 and
filed on April 24, 2000, as amended by Form 8-K/A filed on May 11, 2000.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.       Description of Securities.
              -------------------------

         Under the SunSource Inc. Nonqualified Deferred Compensation Plan (the
"Plan"), the Company will provide eligible employees the opportunity to enter
into agreements for the deferral of a portion of their future base salary and
all or a portion of their future bonus payments. The obligations of the Company
under the Plan (the "Obligations") will be unsecured general obligations of the
Company to pay deferred compensation in the future in accordance with the terms
of the Plan, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. The Company has
established an irrevocable grantor trust, commonly referred to as a "rabbi
trust," for purposes of funding the Obligations. The trust assets are treated as
assets of the Company for tax purposes and are subject to the claims of the
Company's creditors in the event of insolvency.

<PAGE>

         The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Obligation will be payable during employment or upon or
following termination of employment, death or retirement in accordance with the
terms of the Plan. The Obligations will be indexed to one or more options
individually chosen by each employee participant from the list of investments
available from time to time (the "Earnings Crediting Options"). Each employee
participant's Obligation will be adjusted to reflect the investment experience
of the selected Earnings Crediting Options, including any appreciation or
depreciation. The Obligations will be denominated and payable in United States
dollars.

         An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary or by court order in the case of a family dispute.

         The Obligations are not subject to redemption, in whole or in part, at
the option of the Company prior to termination of employment, retirement or the
individual payment dates specified by the participating employees. Each employee
participant may elect to receive a distribution under the Plan in such manner as
is acceptable to the committee appointed by the Board of Directors of the
Company to administer the Plan (the "Committee"). In addition, the Committee
may, in its discretion, direct that a participant be paid an amount (not to
exceed his Obligation) sufficient to meet a financial emergency as defined in
the Plan. The Company reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall reduce the amount of
previous deferrals.

         The Obligations are not convertible into another security of the
Company. The obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable

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

         The Company's By-laws contain provisions permitted by the Delaware
General Corporation Law (under which the Company is organized) that provide that
directors and officers will be indemnified by the Company to the fullest extent
permitted by law for all losses that may be incurred by them in connection with
any action, suit or proceeding in which they may become involved by reason of
their service as a director or officer of the Company. In addition, the
Company's Certificate of Incorporation contains provisions permitted by the
Delaware General Corporation Law that limit the monetary liability of directors
of the Company for certain breaches of their fiduciary duty, and its By-laws


<PAGE>

provide for the advancement by the Company to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty of
indemnification applies. The Company maintains directors' and officers'
liability insurance to insure its directors and officers against certain
liabilities incurred in their capacity as such, including claims based on
breaches of duty, negligence, error and other wrongful acts. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

Item 8.  Exhibits.
         --------

         The following Exhibits are filed as part of this Registration
Statement:

                  4       SunSource Inc. Executive Deferral Plan

                  5       Opinion of Morgan, Lewis & Bockius LLP

                  23.1    Consent of PricewaterhouseCoopers LLP

                  23.2    Consent of Ernst & Young LLP

                  23.3    Consent of Morgan, Lewis & Bockius LLP (contained in
                          Exhibit 5)

                  24      Power of Attorney (contained on signature page of this
                          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;

<PAGE>

                  (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.

         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 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 indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of 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.






<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, thereunto duly
authorized, in Philadelphia, Pennsylvania on February 26, 2001.


                                       SUNSOURCE INC.


                                       By: /s/ Joseph M. Corvino
                                           -------------------------------------
                                           Joseph M. Corvino
                                           Vice President - Finance



         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Corvino and Edward Tofani, his
true and lawful attorneys-in-fact and agents, 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, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, 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 their 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                                Title                                   Date
        ---------                                -----                                   ----
<S>                                <C>                                              <C>

/s/ Maurice P. Andrien, Jr.       President and Chief Executive Officer             February 21, 2001
---------------------------       (Principal Executive Officer) and
Maurice P. Andrien, Jr.           Director




/s/ Joseph M. Corvino             Vice President-Finance, Chief Financial           February 21, 2001
---------------------------       Officer, Treasurer and Secretary
Joseph M. Corvino



/s/ Edward Tofani                 Controller (Principal Accounting Officer)         January 15, 2001
---------------------------
Edward Tofani
</TABLE>


<PAGE>

<TABLE>
<S>                               <C>                                              <C>
/s/ O. Gordon Brewer, Jr.         Director                                          January 22, 2001
---------------------------
O. Gordon Brewer, Jr.


/s/ Norman V. Edmonson            Director                                          January 22, 2001
---------------------------
Norman V. Edmonson


/s/ Arnold S. Hoffman             Director                                          February 21, 2001
---------------------------
Arnold S. Hoffman


/s/ Robert E. Keith, Jr.          Director                                          January 23, 2001
---------------------------
Robert E. Keith, Jr.


/s/ Stewart A. Bliss              Director                                          February 21, 2001
---------------------------
Stewart A. Bliss


/s/ Donald T. Marshall            Director                                          February 21, 2001
---------------------------
Donald T. Marshall


/s/ Geoffrey C. Shepard           Director                                          January 26, 2001
---------------------------
Geoffrey C. Shepard


/s/ Francis G. Ziegler            Director                                          February 21, 2001
---------------------------
Francis G. Ziegler
</TABLE>



<PAGE>


                                 SUNSOURCE INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

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

4        SunSource Inc. Nonqualified Deferred Compensation Plan

5        Opinion of Morgan, Lewis & Bockius LLP

23.1     Consent of  PricewaterhouseCoopers LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24       Power of Attorney (contained on signature page of this Registration
         Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19242}]
{"company-data": {"conformed-name": "SUNSOURCE INC", "cik": "0001029831", "assigned-sic": "5080", "irs-number": "232874736", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56210", "film-number": "1554490"}, "business-address": {"street1": "3000 ONE LOAN SQ", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2156653650"}, "mail-address": {"street1": "2600 ONE LOAN SQUARE", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
As filed with the Securities and Exchange Commission on February 26, 2001
                                                   Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                 SUNSOURCE INC.
               (Exact name of company as specified in its charter)

            Delaware                                      23-2874736
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

              3000 One Logan Square
            Philadelphia, Pennsylvania                           19103
    (Address of principal executive offices)                  (Zip Code)

             SUNSOURCE INC. Nonqualified Deferred Compensation Plan
                            (Full title of the plans)

                                Joseph M. Corvino
               Vice President - Finance, Chief Financial Officer,
                             Treasurer and Secretary
                                 SunSource Inc.
                              3000 One Logan Square
                        Philadelphia, Pennsylvania 19103
                     (Name and address of agent for service)

                                 (215) 282-1290
          (Telephone number, including area code, of agent for service)

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

                         Copy of all communications to:
                            Thomas J. Sharbaugh, Esq.
                           Morgan, Lewis & Bockius LLP
                               1701 Market Street
                        Philadelphia, Pennsylvania 19103
                                 (215) 963-5000
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
    Title of securities       Amount to be          Proposed maximum        Proposed maximum          Amount of
     to be registered        registered (1)          offering price            Aggregate           registration fee
                                                        per share            offering price
---------------------------------------------------------------------------------------------------------------------
Deferred Compensation          $6,000,000 (2)             100%               $6,000,000 (2)             $1,500
Obligations
=====================================================================================================================
(1) The Deferred Compensation Obligations are unsecured obligations of SunSource
    Inc. to pay deferred compensation in the future in accordance with the
    terms of the SunSource Inc. Nonqualified Deferred Compensation Plan.

(2) Estimated solely for the purpose of calculating the registration fee.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENTS

Item 3.       Incorporation of Documents by Reference.
              ---------------------------------------

         The following documents filed by SunSource Inc. (the "Registrant" or
the "Company") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration statement
by reference:

         1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999.

         2. The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2000, June 30, 2000 and September 30, 2000.

         3. The Registrant's Current Report on Form 8-K dated March 2, 2000 and
filed on March 17, 2000.

         4. The Registrant's Current Report on Form 8-K dated April 7, 2000 and
filed on April 24, 2000, as amended by Form 8-K/A filed on May 11, 2000.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed
document which also is incorporated by reference herein) modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed to
constitute a part hereof except as so modified or superseded.

Item 4.       Description of Securities.
              -------------------------

         Under the SunSource Inc. Nonqualified Deferred Compensation Plan (the
"Plan"), the Company will provide eligible employees the opportunity to enter
into agreements for the deferral of a portion of their future base salary and
all or a portion of their future bonus payments. The obligations of the Company
under the Plan (the "Obligations") will be unsecured general obligations of the
Company to pay deferred compensation in the future in accordance with the terms
of the Plan, and will rank pari passu with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding. The Company has
established an irrevocable grantor trust, commonly referred to as a "rabbi
trust," for purposes of funding the Obligations. The trust assets are treated as
assets of the Company for tax purposes and are subject to the claims of the
Company's creditors in the event of insolvency.
The amount of compensation to be deferred by each participating
employee will be determined in accordance with the Plan based on elections by
the employee. Each Obligation will be payable during employment or upon or
following termination of employment, death or retirement in accordance with the
terms of the Plan. The Obligations will be indexed to one or more options
individually chosen by each employee participant from the list of investments
available from time to time (the "Earnings Crediting Options"). Each employee
participant's Obligation will be adjusted to reflect the investment experience
of the selected Earnings Crediting Options, including any appreciation or
depreciation. The Obligations will be denominated and payable in United States
dollars.

         An employee participant's right or the right of any other person to the
Obligations cannot be assigned, alienated, sold, garnished, transferred,
pledged, or encumbered except by a written designation of a beneficiary under
the Plan, by the terms of the Plan in the event there is no designated
beneficiary or by court order in the case of a family dispute.

         The Obligations are not subject to redemption, in whole or in part, at
the option of the Company prior to termination of employment, retirement or the
individual payment dates specified by the participating employees. Each employee
participant may elect to receive a distribution under the Plan in such manner as
is acceptable to the committee appointed by the Board of Directors of the
Company to administer the Plan (the "Committee"). In addition, the Committee
may, in its discretion, direct that a participant be paid an amount (not to
exceed his Obligation) sufficient to meet a financial emergency as defined in
the Plan. The Company reserves the right to amend or terminate the Plan at any
time, except that no such amendment or termination shall reduce the amount of
previous deferrals.

         The Obligations are not convertible into another security of the
Company. The obligations will not have the benefit of a negative pledge or any
other affirmative or negative covenant on the part of the Company. No trustee
has been appointed having the authority to take action with respect to the
Obligations and each employee participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Obligations, enforcing covenants and taking action upon a default.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable

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

         The Company's By-laws contain provisions permitted by the Delaware
General Corporation Law (under which the Company is organized) that provide that
directors and officers will be indemnified by the Company to the fullest extent
permitted by law for all losses that may be incurred by them in connection with
any action, suit or proceeding in which they may become involved by reason of
their service as a director or officer of the Company. In addition, the
Company's Certificate of Incorporation contains provisions permitted by the
Delaware General Corporation Law that limit the monetary liability of directors
of the Company for certain breaches of their fiduciary duty, and its By-laws
provide for the advancement by the Company to directors and officers of expenses
incurred by them in connection with a proceeding of a type to which the duty of
indemnification applies. The Company maintains directors' and officers'
liability insurance to insure its directors and officers against certain
liabilities incurred in their capacity as such, including claims based on
breaches of duty, negligence, error and other wrongful acts. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable

Item 8.  Exhibits.
         --------

         The following Exhibits are filed as part of this Registration
Statement:

                  4       SunSource Inc. Executive Deferral Plan

                  5       Opinion of Morgan, Lewis & Bockius LLP

                  23.1    Consent of PricewaterhouseCoopers LLP

                  23.2    Consent of Ernst & Young LLP

                  23.3    Consent of Morgan, Lewis & Bockius LLP (contained in
                          Exhibit 5)

                  24      Power of Attorney (contained on signature page of this
                          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.

         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 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 indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of 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.
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, thereunto duly
authorized, in Philadelphia, Pennsylvania on February 26, 2001.

                                       SUNSOURCE INC.

                                       By: /s/ Joseph M. Corvino
                                           -------------------------------------
                                           Joseph M. Corvino
                                           Vice President - Finance

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph M. Corvino and Edward Tofani, his
true and lawful attorneys-in-fact and agents, 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, and
to file the same, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, 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 their 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 below by the following persons in the
capacities and on the dates indicated.
Signature                                Title                                   Date
        ---------                                -----                                   ----
/s/ Maurice P. Andrien, Jr.       President and Chief Executive Officer             February 21, 2001
---------------------------       (Principal Executive Officer) and
Maurice P. Andrien, Jr.           Director

/s/ Joseph M. Corvino             Vice President-Finance, Chief Financial           February 21, 2001
---------------------------       Officer, Treasurer and Secretary
Joseph M. Corvino

/s/ Edward Tofani                 Controller (Principal Accounting Officer)         January 15, 2001
---------------------------
Edward Tofani
/s/ O. Gordon Brewer, Jr.         Director                                          January 22, 2001
---------------------------
O. Gordon Brewer, Jr.

/s/ Norman V. Edmonson            Director                                          January 22, 2001
---------------------------
Norman V. Edmonson

/s/ Arnold S. Hoffman             Director                                          February 21, 2001
---------------------------
Arnold S. Hoffman

/s/ Robert E. Keith, Jr.          Director                                          January 23, 2001
---------------------------
Robert E. Keith, Jr.

/s/ Stewart A. Bliss              Director                                          February 21, 2001
---------------------------
Stewart A. Bliss

/s/ Donald T. Marshall            Director                                          February 21, 2001
---------------------------
Donald T. Marshall

/s/ Geoffrey C. Shepard           Director                                          January 26, 2001
---------------------------
Geoffrey C. Shepard

/s/ Francis G. Ziegler            Director                                          February 21, 2001
---------------------------
Francis G. Ziegler
SUNSOURCE INC.

                       REGISTRATION STATEMENT ON FORM S-8

                                  EXHIBIT INDEX

Exhibit No.
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4        SunSource Inc. Nonqualified Deferred Compensation Plan

5        Opinion of Morgan, Lewis & Bockius LLP

23.1     Consent of  PricewaterhouseCoopers LLP

23.2     Consent of Ernst & Young LLP

23.3     Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)

24       Power of Attorney (contained on signature page of this Registration
         Statement)