As filed with the Securities and Exchange Commission on August 24, 2000
                            Registration Statement No. 333-________
         ===============================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                 ASTRO-MED, INC.
                         -----------------------------
             (Exact name of registrant as specified in its charter)

  Rhode Island                                     05-0318215
--------------------                           --------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

600 East Greenwich Avenue, West Warwick, Rhode Island               02893
-----------------------------------------------------         ------------------
(Address of Principal Executive Offices)                           (Zip Code)

                        1997 Incentive Stock Option Plan
                    --------------------------------------
                            (Full title of the plan)

   Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer,
                                 Astro-Med, Inc.
                            600 East Greenwich Avenue
                             West Warwick, RI 02893
                     (Name and address of agent for service)

                                 (401) 828-4000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000


<PAGE>


      ====================================================================
                         CALCULATION OF REGISTRATION FEE
      ====================================================================
Title of                     Proposed           Proposed
securities    Amount         maximum            maximum             Amount of
to be         to be          offering price     aggregate           registration
registered    registered     per share(1)       offering price      fee
-----------------------------------------------------------------------------
Common Stock   750,000       $5.00              $3,750,000          $990.00
(par value
$.05)
------------------------------------------------------------------------

(1)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the  registration  fee, based on the average of the high and low prices
         of the  Registrant's  Common  Stock as  reported  by The  Nasdaq  Stock
         Market(R) on August 18, 2000.




<PAGE>




                     Statement of Incorporation by Reference

         This  Registration  Statement  on Form S-8 is being  filed to  register
750,000  additional  shares of common stock,  par value $.05 per share  ("Common
Stock"),  of  Astro-Med,  Inc.  (the  "Company")  which have been  reserved  for
issuance under the Company's  1997 Incentive  Stock Option Plan, as amended (the
"Plan").  A total of 250,000  shares of the Common  Stock  reserved for issuance
under the Plan previously  were  registered on a Registration  Statement on Form
S-8 (Registration No. 333-32315 filed July 10, 1997) (the "Original Registration
Statement"),  and an  additional  250,000  shares of Common  Stock  reserved for
issuance  under  the  Plan  also   previously   were   registered  on  Form  S-8
(Registration  No.  333-93565)  filed  August 28, 1998) (the  "Amendment").  The
contents  of  the  Original   Registration   Statement  and  the  Amendment  are
incorporated herein by reference.



<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 5. Interests of Named Experts and Counsel.

     Certain  legal  matters in  connection  with the  validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley,  Allen & Snyder LLP is the Secretary
of the  Registrant.  Certain retired  partners of the firm of Hinckley,  Allen &
Snyder LLP own shares of the  Registrant's  Common  Stock as follows:  (a) Edwin
Torrance directly owns 6,000 shares;  and (b) Jacques Hopkins,  jointly with his
wife,  directly owns 8,500 shares, and indirectly owns 6,300 shares all of which
are held in revocable trusts established by his adult children of which his wife
is co-trustee.  In addition,  Margaret D. Farrell and Jacques  Hopkins are joint
Trustees of the Astro-Med  Employee  Stock  Ownership  Trust.  As of January 31,
2000, the Employee Stock  Ownership Trust owned 89,309 shares of Common Stock of
the Registrant.

Item 8. Exhibits.

         Exhibit No.      Description

         5                Opinion of Hinckley, Allen & Snyder LLP

         23.1             Consent of Arthur Andersen LLP

         23.2             Consent of Hinckley, Allen & Snyder LLP
                          (contained in their opinion filed as Exhibit 5)

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

                                      11-1

<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 Town of West Warwick, State of Rhode Island, on the 18th day
of August, 2000.

                                             ASTRO-MED, INC.

                                             By: /s/ Albert W. Ondis
                                                 -----------------------
                                                 Albert W. Ondis, Chairman
                                                 and Chief Executive Officer


         We, the undersigned  officers and directors of Astro-Med,  Inc., in the
Town of West  Warwick,  Rhode Island  hereby  severally  constitute  and appoint
Albert W. Ondis,  Everett V. Pizzuti and Joseph P. O'Connell our true and lawful
attorneys with full power of substitution  together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  on  Form  S-8  filed  herewith  and any  and  all  pre-effective  and
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors  to enable  Astro-Med,  Inc.  to  comply  with the  provisions  of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be  signed  by our  said  attorneys,  or any one of them,  to said  Registration
Statement and all amendments thereto.

         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/ Albert W. Ondis        Chairman (Principal           August 18, 2000
-------------------                                      ---------------
Albert W. Ondis            Executive Officer)
                           and Director

/s/ Everett V. Pizzuti     President (Principal          August 18, 2000
----------------------                                   ---------------
Everett V. Pizzuti         Operating Officer)
                           and Director

/s/ Joseph P. O'Connell    Vice President and            August 14, 2000
-----------------------                                  ---------------
Joseph P. O'Connell        Treasurer (Principal
                           Financial and
                           Accounting Officer)



/s/ Jacques V. Hopkins     Director                      August 18, 2000
----------------------                                     ---------------
Jacques V. Hopkins

/s/ Hermann Viets          Director                      August 18, 2000
------------------------                                   ---------------
Hermann Viets, Ph.D.

/s/ Neil K. Robertson      Director                      August 18, 2000
-----------------------                                    ---------------
Neil K. Robertson

                                      11-2

<PAGE>



                                  EXHIBIT INDEX


                                                           SEQUENTIALLY
EXHIBIT                                                    NUMBERED
NUMBER          EXHIBIT                                    PAGE
------          -------                                    ----

5               Opinion of Hinckley, Allen &
                Snyder LLP                                 7

23.1            Consent of Arthur Anderson LLP             8

23.2            Consent of Hinckley, Allen &
                Snyder LLP (contained in their
                opinion filed as Exhibit 5)                N/A

24              Power of Attorney                          5
<

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9871}]
{"company-data": {"conformed-name": "ASTRO MED INC /NEW/", "cik": "0000008146", "assigned-sic": "3577", "irs-number": "050318215", "state-of-incorporation": "RI", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44414", "film-number": "708887"}, "business-address": {"street1": "600 E GREENWICH AVE", "city": "WEST WARWICK", "state": "RI", "zip": "02893", "phone": "4018284000"}, "mail-address": {"street1": "600 E GREENWICH AVENUE", "city": "WEST WARWICK", "state": "RI", "zip": "02893"}, "former-company": {"former-conformed-name": "ATLAN TOL INDUSTRIES INC", "date-changed": "19850220"}}
As filed with the Securities and Exchange Commission on August 24, 2000
                            Registration Statement No. 333-________
         ===============================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 ASTRO-MED, INC.
                         -----------------------------
             (Exact name of registrant as specified in its charter)

  Rhode Island                                     05-0318215
--------------------                           --------------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

600 East Greenwich Avenue, West Warwick, Rhode Island               02893
-----------------------------------------------------         ------------------
(Address of Principal Executive Offices)                           (Zip Code)

                        1997 Incentive Stock Option Plan
                    --------------------------------------
                            (Full title of the plan)

   Joseph P. O'Connell, Vice President, Chief Financial Officer and Treasurer,
                                 Astro-Med, Inc.
                            600 East Greenwich Avenue
                             West Warwick, RI 02893
                     (Name and address of agent for service)

                                 (401) 828-4000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                            Margaret D. Farrell, Esq.
                          Hinckley, Allen & Snyder LLP
                                1500 Fleet Center
                         Providence, Rhode Island 02903
                                 (401) 274-2000
====================================================================
                         CALCULATION OF REGISTRATION FEE
      ====================================================================
Title of                     Proposed           Proposed
securities    Amount         maximum            maximum             Amount of
to be         to be          offering price     aggregate           registration
registered    registered     per share(1)       offering price      fee
-----------------------------------------------------------------------------
Common Stock   750,000       $5.00              $3,750,000          $990.00
(par value
$.05)
------------------------------------------------------------------------

(1)      Computed  pursuant to Rule 457(h) solely for the purpose of determining
         the  registration  fee, based on the average of the high and low prices
         of the  Registrant's  Common  Stock as  reported  by The  Nasdaq  Stock
         Market(R) on August 18, 2000.
Statement of Incorporation by Reference

         This  Registration  Statement  on Form S-8 is being  filed to  register
750,000  additional  shares of common stock,  par value $.05 per share  ("Common
Stock"),  of  Astro-Med,  Inc.  (the  "Company")  which have been  reserved  for
issuance under the Company's  1997 Incentive  Stock Option Plan, as amended (the
"Plan").  A total of 250,000  shares of the Common  Stock  reserved for issuance
under the Plan previously  were  registered on a Registration  Statement on Form
S-8 (Registration No. 333-32315 filed July 10, 1997) (the "Original Registration
Statement"),  and an  additional  250,000  shares of Common  Stock  reserved for
issuance  under  the  Plan  also   previously   were   registered  on  Form  S-8
(Registration  No.  333-93565)  filed  August 28, 1998) (the  "Amendment").  The
contents  of  the  Original   Registration   Statement  and  the  Amendment  are
incorporated herein by reference.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

     Certain  legal  matters in  connection  with the  validity of the shares of
Common  Stock  offered  hereby  have  been  passed  upon for the  Registrant  by
Hinckley, Allen & Snyder LLP, 1500 Fleet Center, Providence, Rhode Island 02903.
Margaret D. Farrell, a partner of Hinckley,  Allen & Snyder LLP is the Secretary
of the  Registrant.  Certain retired  partners of the firm of Hinckley,  Allen &
Snyder LLP own shares of the  Registrant's  Common  Stock as follows:  (a) Edwin
Torrance directly owns 6,000 shares;  and (b) Jacques Hopkins,  jointly with his
wife,  directly owns 8,500 shares, and indirectly owns 6,300 shares all of which
are held in revocable trusts established by his adult children of which his wife
is co-trustee.  In addition,  Margaret D. Farrell and Jacques  Hopkins are joint
Trustees of the Astro-Med  Employee  Stock  Ownership  Trust.  As of January 31,
2000, the Employee Stock  Ownership Trust owned 89,309 shares of Common Stock of
the Registrant.

Item 8. Exhibits.

         Exhibit No.      Description

         5                Opinion of Hinckley, Allen & Snyder LLP

         23.1             Consent of Arthur Andersen LLP

         23.2             Consent of Hinckley, Allen & Snyder LLP
                          (contained in their opinion filed as Exhibit 5)

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

                                      11-1
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 Town of West Warwick, State of Rhode Island, on the 18th day
of August, 2000.

                                             ASTRO-MED, INC.

                                             By: /s/ Albert W. Ondis
                                                 -----------------------
                                                 Albert W. Ondis, Chairman
                                                 and Chief Executive Officer

         We, the undersigned  officers and directors of Astro-Med,  Inc., in the
Town of West  Warwick,  Rhode Island  hereby  severally  constitute  and appoint
Albert W. Ondis,  Everett V. Pizzuti and Joseph P. O'Connell our true and lawful
attorneys with full power of substitution  together, and each of them singly, to
sign for us and in our names in the capacities indicated below, the Registration
Statement  on  Form  S-8  filed  herewith  and any  and  all  pre-effective  and
post-effective  amendments to said Registration  Statement,  and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors  to enable  Astro-Med,  Inc.  to  comply  with the  provisions  of the
Securities Act of 1933, as amended,  and all  requirements of the Securities and
Exchange Commission,  hereby ratifying and confirming our signatures as they may
be  signed  by our  said  attorneys,  or any one of them,  to said  Registration
Statement and all amendments thereto.

         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/ Albert W. Ondis        Chairman (Principal           August 18, 2000
-------------------                                      ---------------
Albert W. Ondis            Executive Officer)
                           and Director

/s/ Everett V. Pizzuti     President (Principal          August 18, 2000
----------------------                                   ---------------
Everett V. Pizzuti         Operating Officer)
                           and Director

/s/ Joseph P. O'Connell    Vice President and            August 14, 2000
-----------------------                                  ---------------
Joseph P. O'Connell        Treasurer (Principal
                           Financial and
                           Accounting Officer)

/s/ Jacques V. Hopkins     Director                      August 18, 2000
----------------------                                     ---------------
Jacques V. Hopkins

/s/ Hermann Viets          Director                      August 18, 2000
------------------------                                   ---------------
Hermann Viets, Ph.D.

/s/ Neil K. Robertson      Director                      August 18, 2000
-----------------------                                    ---------------
Neil K. Robertson

                                      11-2
EXHIBIT INDEX

                                                           SEQUENTIALLY
EXHIBIT                                                    NUMBERED
NUMBER          EXHIBIT                                    PAGE
------          -------                                    ----

5               Opinion of Hinckley, Allen &
                Snyder LLP                                 7

23.1            Consent of Arthur Anderson LLP             8

23.2            Consent of Hinckley, Allen &
                Snyder LLP (contained in their
                opinion filed as Exhibit 5)                N/A

24              Power of Attorney                          5
<