As filed with the Securities and Exchange Commission on May 1, 1998

                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AquaPenn Spring Water Company, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                        25-1541772
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
                  
                     One AquaPenn Drive, Milesburg, PA 16853
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

           AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan;
        1994 Incentive Option Plan and Sales Representatives Option Plan
        ----------------------------------------------------------------
                            (Full title of the plan)

                              Edward J. Lauth, III
                             Chairman, President and
                             Chief Executive Officer
                       AquaPenn Spring Water Company, Inc.
                     One AquaPenn Drive, Milesburg, PA 16853
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (814) 355-5556
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:
        Brian D. Doerner, Esquire, Ballard Spahr Andrews & Ingersoll, LLP
        1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103
                                 (215) 665-8500

--------------------------------------------------------------------------------
                         Calculation of Registration Fee
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                          Proposed maximum  Proposed maximum
 Title of securities      Amount to        offering price       aggregate          Amount of
  to be registered     be registered(1)     per share(2)    offering price(2)   registration fee
------------------------------------------------------------------------------------------------

<S>                   <C>                  <C>               <C>                 <C>
Common Stock          1,220,960 shares(3)  $(2)              $8,253,328.80       $2434.74
No par value
</TABLE>

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         Registration Statement shall be deemed to cover an indeterminate number
         of additional shares of Common Stock issuable in the event the number
         of outstanding shares of the Company is increased by stock split,
         reclassification, stock dividend and similar transactions.

(2)      In accordance with Rules 457(c) and (h), the price shown is based upon
         (i) 720,960 shares offered pursuant to options outstanding exercisable
         at the following prices: 90,120 shares at $4.99 per share, 90,120
         shares at $12.60 per share and 540,720 shares at $1.90 per share; and
         (ii) 500,000 shares reserved for issuance upon exercise of options to
         be granted in the future, the proposed offering price of which has been
         determined based upon the average of the high and low prices reported
         for the Common Stock on the New York Stock Exchange on April 24, 1998,
         $11.2815.

(3)      This Registration Statement on Form S-8 registers shares of Common
         Stock of AquaPenn Spring Water Company, Inc., no par value, which may
         be issued pursuant to options which have or will be granted as follows
         (i) 270,360 shares issuable pursuant to the AquaPenn Spring Water 
         Company, Inc. 1989 Stock Option Plan, (ii) 680,240 shares issuable 
         pursuant to the 1994 Incentive Option Plan and (iii) 270,360 shares 
         issuable pursuant to the Sales Representatives Option Plan.

<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         The documents containing the information required to be included in
Part I of this Registration Statement will be given or sent to all persons who
were or will be granted options to purchase shares of Common Stock of AquaPenn
Spring Water Company, Inc. (the "Company") under (i) the AquaPenn Spring Water
Company, Inc. 1989 Stock Option Plan; (ii) the 1994 Incentive Option Plan; and
(iii) the Sales Representatives Option Plan as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following documents filed by AquaPenn Spring Water Company, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

         (a) The Company's Prospectus dated January 29, 1998 and filed with the
             Commission on January 30, 1998, which contains audited financial
             statements for the Company's fiscal year ended September 30, 1997.

         (b) The Company's quarterly report on Form 10-Q for the quarter ended
             December 31, 1997.

         (c) The description of the Company's Common Stock, no par value, set
             forth in the Company's Registration Statement on Form 8-A, filed
             with the Commission on January 20, 1998 and declared effective on
             January 29, 1998.

         All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, 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 part hereof
from the date of filing of such reports and documents.


Item 4.  Description of Securities.

         Not applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not applicable.


<PAGE>



Item 6.  Indemnification of Directors and Officers.

         The Pennsylvania Business Corporation Law of 1988 authorizes the
Company to indemnify its directors and officers in terms sufficiently broad to
permit indemnification of such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933.

         The Company's By-Laws provide as follows:

                  "Section 7.01. Indemnification of Directors and Officers. The
         Corporation shall indemnify any director or officer or employee or
         agent of the Corporation or any of its subsidiaries who was or is an
         "authorized representative" of the Corporation (which shall mean, for
         the purposes of this Article, a director or officer of the Corporation,
         or a person serving at the request of the Corporation as a director,
         officer, partner, fiduciary or trustee of another corporation,
         partnership, joint venture, trust, employee benefit plan or other
         enterprise) and who was or is a "party" (which shall include for
         purpose of this Article the giving of testimony or similar involvement)
         or is threatened to be made a party to any "proceeding" (which shall
         mean for purposes of this Article any threatened, pending or completed
         action, suit, appeal or other proceeding of any nature, whether civil,
         criminal, administrative or investigative, whether formal or informal,
         and whether brought by or in the right of the Corporation, its
         shareholders or otherwise) by reason of the fact that such person was
         or is an authorized representative of the Corporation to the fullest
         extent permitted by law including, without limitation, indemnification
         against expenses (which shall include for purposes of this Article,
         attorneys' fees and disbursements), damages, punitive damages,
         judgments, penalties, fines and amounts paid in settlement actually and
         reasonably incurred by such person in connection with such proceeding
         unless the act or failure to act giving rise to the claim is finally
         determined by a court to have constituted willful misconduct or
         recklessness. If an authorized representative is not entitled to
         indemnification with respect to a portion of any liabilities to which
         such person may be subject, the Corporation shall nonetheless indemnify
         such person to the maximum extent for the remaining portion of the
         liabilities."


Item 7.  Exemption from Registration Claimed.

         Not applicable.


Item 8.  Exhibits.

         Exhibit Number

         4.1 Form of Certificate evidencing Common Stock of the Company,
             incorporated herein by reference to Exhibit 4.1 to the Company's
             Registration Statement on Form S-1 (File No. 333-38771), as
             amended.

         4.2 The AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan.

         4.3 Option Agreement dated May 1, 1990 between the Company and Geoffrey
             F. Feidelberg.


                                      II-2

<PAGE>



         4.4 Employment Agreement dated September 16, 1994 between Edward J.
             Lauth, III and the Company (this is a form of agreement which sets
             forth the terms for all recipients under the 1994 Incentive Option
             Plan), incorporated herein by reference to Exhibit 10.4 of the
             Company's Registration Statement on Form S-1 (File No. 333-38771),
             as amended.

         4.5 Sales Representative Agreement dated February 1, 1992 between the
             Company and Matthew J. Suhey.

         5   Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

         15  Letter re: unaudited interim financial information.

         23.1 Consent of KPMG Peat Marwick LLP.

         23.2 Consent of Matson and Isom Accountancy Corporation.

         23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
             opinion filed as Exhibit 5).

         24  Power of Attorney (included on signature pages to this Registration
             Statement).


Item 9.  Undertakings.

         A. Rule 415 Offering

            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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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

                                      II-3

<PAGE>



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. Filings Incorporating Subsequent Exchange Act Documents by Reference

            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. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

            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 its Restated Articles of Incorporation, as
amended, its By-Laws 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.


                                      II-4

<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 the City of Milesburg, Commonwealth of Pennsylvania on May 1,
1998.

                   AQUAPENN SPRING WATER COMPANY, INC.


                   By: /s/ Geoffrey F. Feidelberg
                       --------------------------------------------------------
                   Name: Geoffrey F. Feidelberg
                   Title: Executive Vice President, Chief Financial Officer and
                          Chief Operating Officer


         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 date indicated.

         Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward J. Lauth, III and Geoffrey F. Feidelberg and
each of them, his or her true and lawful attorney-in-fact, with full power of
substitution, for him or her in any and all capacities, to execute all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith and hereby ratifies
and confirms all that said attorney-in-fact or his substitute or substitutes may
do or cause to be done by virtue hereof.



/s/ Edward J. Lauth, III             President, Chief Executive      May 1, 1998
--------------------------           Officer and Director
Edward J. Lauth, III                 (principal executive officer)

/s/ Geoffrey F. Feidelberg           Executive Vice President,       May 1, 1998
--------------------------           Chief Financial Officer, Chief
Geoffrey F. Feidelberg               Operating Officer and
                                     Director (principal financial
                                     and accounting officer)



/s/ Nancy Jean Davis                 Director                        May 1, 1998
--------------------------
Nancy Jean Davis

/s/ Richard F. DeFluri               Director                        May 1, 1998
--------------------------
Richard F. DeFluri

/s/ John H. Gutfreund                Director                        May 1, 1998
--------------------------
John H. Gutfreund

/s/ James D. Hammond                 Director                        May 1, 1998
--------------------------
James D. Hammond

/s/ Robert E. Poole, Jr.             Director                        May 1, 1998
--------------------------
Robert E. Poole, Jr.



<PAGE>





/s/ Henry S. Shatkin                 Director                        May 1, 1998
--------------------------
Henry S. Shatkin

/s/ Matthew J. Suhey                 Director                        May 1, 1998
--------------------------
Matthew J. Suhey

/s/ Calvin J. Wagner, Jr.            Director                        May 1, 1998
--------------------------
Calvin J. Wagner, Jr.




<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                         Description
-------                        -----------

  4.1  Form of Certificate evidencing Common Stock of the Company, incorporated
       herein by reference to Exhibit 4.1 to the Company's Registration
       Statement on Form S-1 (File No. 333-38771), as amended.

  4.2  The AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan.

  4.3  Option Agreement dated May 1, 1990 between the Company and Geoffrey F.
       Feidelberg.

  4.4  Employment Agreement dated September 16, 1994 between Edward J. Lauth,
       III and the Company, (this is a form of agreement which sets forth the
       terms for all recipients under the 1994 Incentive Option Plan)
       incorporated herein by reference to Exhibit 10.4 of the Company's
       Registration Statement on Form S-1 (File No. 333-38771), as amended.

  4.5  Sales Representative Agreement dated February 1, 1992 between the Company
       and Matthew J. Suhey.

  5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

  15   Letter re: unaudited interim financial information.

  23.1 Consent of KPMG Peat Marwick LLP.

  23.2 Consent of Matson and Isom Accountancy Corporation.

  23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
       opinion filed as Exhibit 5).

  24   Power of Attorney (included on signature pages to this Registration
       Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 19802}]
{"company-data": {"conformed-name": "AQUAPENN SPRING WATER COMPANY INC", "cik": "0000823844", "assigned-sic": "2086", "irs-number": "251541772", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51659", "film-number": "98608771"}, "business-address": {"street1": "1 AQUAPENN DRIVE", "city": "MILESBURG", "state": "PA", "zip": "16853", "phone": "8143555556"}, "mail-address": {"street1": "1 AQUAPENN DRIVE", "city": "MILESBURG", "state": "PA", "zip": "16853"}}
As filed with the Securities and Exchange Commission on May 1, 1998

                                                           Registration No. 333-
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       AquaPenn Spring Water Company, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Pennsylvania                                        25-1541772
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)
                  
                     One AquaPenn Drive, Milesburg, PA 16853
               ---------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

           AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan;
        1994 Incentive Option Plan and Sales Representatives Option Plan
        ----------------------------------------------------------------
                            (Full title of the plan)

                              Edward J. Lauth, III
                             Chairman, President and
                             Chief Executive Officer
                       AquaPenn Spring Water Company, Inc.
                     One AquaPenn Drive, Milesburg, PA 16853
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (814) 355-5556
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    copy to:
        Brian D. Doerner, Esquire, Ballard Spahr Andrews & Ingersoll, LLP
        1735 Market Street, 51st Floor, Philadelphia, Pennsylvania 19103
                                 (215) 665-8500

--------------------------------------------------------------------------------
                         Calculation of Registration Fee
--------------------------------------------------------------------------------
Proposed maximum  Proposed maximum
 Title of securities      Amount to        offering price       aggregate          Amount of
  to be registered     be registered(1)     per share(2)    offering price(2)   registration fee
------------------------------------------------------------------------------------------------
Common Stock          1,220,960 shares(3)  $(2)              $8,253,328.80       $2434.74
No par value
(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, this
         Registration Statement shall be deemed to cover an indeterminate number
         of additional shares of Common Stock issuable in the event the number
         of outstanding shares of the Company is increased by stock split,
         reclassification, stock dividend and similar transactions.

(2)      In accordance with Rules 457(c) and (h), the price shown is based upon
         (i) 720,960 shares offered pursuant to options outstanding exercisable
         at the following prices: 90,120 shares at $4.99 per share, 90,120
         shares at $12.60 per share and 540,720 shares at $1.90 per share; and
         (ii) 500,000 shares reserved for issuance upon exercise of options to
         be granted in the future, the proposed offering price of which has been
         determined based upon the average of the high and low prices reported
         for the Common Stock on the New York Stock Exchange on April 24, 1998,
         $11.2815.

(3)      This Registration Statement on Form S-8 registers shares of Common
         Stock of AquaPenn Spring Water Company, Inc., no par value, which may
         be issued pursuant to options which have or will be granted as follows
         (i) 270,360 shares issuable pursuant to the AquaPenn Spring Water 
         Company, Inc. 1989 Stock Option Plan, (ii) 680,240 shares issuable 
         pursuant to the 1994 Incentive Option Plan and (iii) 270,360 shares 
         issuable pursuant to the Sales Representatives Option Plan.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents containing the information required to be included in
Part I of this Registration Statement will be given or sent to all persons who
were or will be granted options to purchase shares of Common Stock of AquaPenn
Spring Water Company, Inc. (the "Company") under (i) the AquaPenn Spring Water
Company, Inc. 1989 Stock Option Plan; (ii) the 1994 Incentive Option Plan; and
(iii) the Sales Representatives Option Plan as required by Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by AquaPenn Spring Water Company, Inc.
(the "Company") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference in this Registration Statement:

         (a) The Company's Prospectus dated January 29, 1998 and filed with the
             Commission on January 30, 1998, which contains audited financial
             statements for the Company's fiscal year ended September 30, 1997.

         (b) The Company's quarterly report on Form 10-Q for the quarter ended
             December 31, 1997.

         (c) The description of the Company's Common Stock, no par value, set
             forth in the Company's Registration Statement on Form 8-A, filed
             with the Commission on January 20, 1998 and declared effective on
             January 29, 1998.

         All reports and other documents filed by the Company after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, 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 part hereof
from the date of filing of such reports and documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.
Item 6.  Indemnification of Directors and Officers.

         The Pennsylvania Business Corporation Law of 1988 authorizes the
Company to indemnify its directors and officers in terms sufficiently broad to
permit indemnification of such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933.

         The Company's By-Laws provide as follows:

                  "Section 7.01. Indemnification of Directors and Officers. The
         Corporation shall indemnify any director or officer or employee or
         agent of the Corporation or any of its subsidiaries who was or is an
         "authorized representative" of the Corporation (which shall mean, for
         the purposes of this Article, a director or officer of the Corporation,
         or a person serving at the request of the Corporation as a director,
         officer, partner, fiduciary or trustee of another corporation,
         partnership, joint venture, trust, employee benefit plan or other
         enterprise) and who was or is a "party" (which shall include for
         purpose of this Article the giving of testimony or similar involvement)
         or is threatened to be made a party to any "proceeding" (which shall
         mean for purposes of this Article any threatened, pending or completed
         action, suit, appeal or other proceeding of any nature, whether civil,
         criminal, administrative or investigative, whether formal or informal,
         and whether brought by or in the right of the Corporation, its
         shareholders or otherwise) by reason of the fact that such person was
         or is an authorized representative of the Corporation to the fullest
         extent permitted by law including, without limitation, indemnification
         against expenses (which shall include for purposes of this Article,
         attorneys' fees and disbursements), damages, punitive damages,
         judgments, penalties, fines and amounts paid in settlement actually and
         reasonably incurred by such person in connection with such proceeding
         unless the act or failure to act giving rise to the claim is finally
         determined by a court to have constituted willful misconduct or
         recklessness. If an authorized representative is not entitled to
         indemnification with respect to a portion of any liabilities to which
         such person may be subject, the Corporation shall nonetheless indemnify
         such person to the maximum extent for the remaining portion of the
         liabilities."

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Number

         4.1 Form of Certificate evidencing Common Stock of the Company,
             incorporated herein by reference to Exhibit 4.1 to the Company's
             Registration Statement on Form S-1 (File No. 333-38771), as
             amended.

         4.2 The AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan.

         4.3 Option Agreement dated May 1, 1990 between the Company and Geoffrey
             F. Feidelberg.

                                      II-2
4.4 Employment Agreement dated September 16, 1994 between Edward J.
             Lauth, III and the Company (this is a form of agreement which sets
             forth the terms for all recipients under the 1994 Incentive Option
             Plan), incorporated herein by reference to Exhibit 10.4 of the
             Company's Registration Statement on Form S-1 (File No. 333-38771),
             as amended.

         4.5 Sales Representative Agreement dated February 1, 1992 between the
             Company and Matthew J. Suhey.

         5   Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

         15  Letter re: unaudited interim financial information.

         23.1 Consent of KPMG Peat Marwick LLP.

         23.2 Consent of Matson and Isom Accountancy Corporation.

         23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
             opinion filed as Exhibit 5).

         24  Power of Attorney (included on signature pages to this Registration
             Statement).

Item 9.  Undertakings.

         A. Rule 415 Offering

            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)(i) and (a)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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

                                      II-3
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. Filings Incorporating Subsequent Exchange Act Documents by Reference

            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. Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8

            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 its Restated Articles of Incorporation, as
amended, its By-Laws 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.

                                      II-4
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 the City of Milesburg, Commonwealth of Pennsylvania on May 1,
1998.

                   AQUAPENN SPRING WATER COMPANY, INC.

                   By: /s/ Geoffrey F. Feidelberg
                       --------------------------------------------------------
                   Name: Geoffrey F. Feidelberg
                   Title: Executive Vice President, Chief Financial Officer and
                          Chief Operating Officer

         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 date indicated.

         Each person whose signature appears below in so signing also makes,
constitutes and appoints Edward J. Lauth, III and Geoffrey F. Feidelberg and
each of them, his or her true and lawful attorney-in-fact, with full power of
substitution, for him or her in any and all capacities, to execute all
amendments and post-effective amendments to this Registration Statement, with
exhibits thereto and other documents in connection therewith and hereby ratifies
and confirms all that said attorney-in-fact or his substitute or substitutes may
do or cause to be done by virtue hereof.

/s/ Edward J. Lauth, III             President, Chief Executive      May 1, 1998
--------------------------           Officer and Director
Edward J. Lauth, III                 (principal executive officer)

/s/ Geoffrey F. Feidelberg           Executive Vice President,       May 1, 1998
--------------------------           Chief Financial Officer, Chief
Geoffrey F. Feidelberg               Operating Officer and
                                     Director (principal financial
                                     and accounting officer)

/s/ Nancy Jean Davis                 Director                        May 1, 1998
--------------------------
Nancy Jean Davis

/s/ Richard F. DeFluri               Director                        May 1, 1998
--------------------------
Richard F. DeFluri

/s/ John H. Gutfreund                Director                        May 1, 1998
--------------------------
John H. Gutfreund

/s/ James D. Hammond                 Director                        May 1, 1998
--------------------------
James D. Hammond

/s/ Robert E. Poole, Jr.             Director                        May 1, 1998
--------------------------
Robert E. Poole, Jr.
/s/ Henry S. Shatkin                 Director                        May 1, 1998
--------------------------
Henry S. Shatkin

/s/ Matthew J. Suhey                 Director                        May 1, 1998
--------------------------
Matthew J. Suhey

/s/ Calvin J. Wagner, Jr.            Director                        May 1, 1998
--------------------------
Calvin J. Wagner, Jr.
EXHIBIT INDEX

Exhibit
Number                         Description
-------                        -----------

  4.1  Form of Certificate evidencing Common Stock of the Company, incorporated
       herein by reference to Exhibit 4.1 to the Company's Registration
       Statement on Form S-1 (File No. 333-38771), as amended.

  4.2  The AquaPenn Spring Water Company, Inc. 1989 Stock Option Plan.

  4.3  Option Agreement dated May 1, 1990 between the Company and Geoffrey F.
       Feidelberg.

  4.4  Employment Agreement dated September 16, 1994 between Edward J. Lauth,
       III and the Company, (this is a form of agreement which sets forth the
       terms for all recipients under the 1994 Incentive Option Plan)
       incorporated herein by reference to Exhibit 10.4 of the Company's
       Registration Statement on Form S-1 (File No. 333-38771), as amended.

  4.5  Sales Representative Agreement dated February 1, 1992 between the Company
       and Matthew J. Suhey.

  5    Opinion of Ballard Spahr Andrews & Ingersoll, LLP.

  15   Letter re: unaudited interim financial information.

  23.1 Consent of KPMG Peat Marwick LLP.

  23.2 Consent of Matson and Isom Accountancy Corporation.

  23.3 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in its
       opinion filed as Exhibit 5).

  24   Power of Attorney (included on signature pages to this Registration
       Statement).