<PAGE>



                                               Registration No. 333-
                                                                    --------
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                           
                                       FORM S-8
                                           

                               REGISTRATION STATEMENT 
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                      HPSC, INC.
               --------------------------------------------------------
                (Exact Name of Registrant as Specified in Its Charter)

                                           
      Delaware                                        04-2560004
-------------------------------                     --------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                                   60 State Street
                                 Boston, MA  02109-1803              
                ------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)

                                           
                       STOCK OPTION GRANT TO LOWELL P. WEICKER  
                     -------------------------------------------
                               (Full Title of the Plan)

                                           
                               Rene Lefebvre, Treasurer
                                   60 State Street
                              Boston, MA  02109-1803                 
                 ----------------------------------------------------
                       (Name and Address of Agent for Service)

                                           
                                    (617) 720-3600                     
           ---------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent for Service)
                                           
                                       Copy to:
                                       --------

                                           
                               Dennis M. Townley, Esq.
                      Hill & Barlow, a Professional Corporation
                               One International Place
                             Boston, Massachusetts 02110
                                    (617) 428-3540 

                                    

<PAGE>

                            CALCULATION OF REGISTRATION FEE
                                           
                                           
  Title of        Amount to be     Proposed         Proposed         Amount of
 Securities to     Registered      Maximum          Maximum        Registration
 be Registered                   Offering Price    Aggregate            Fee 
                                   Per Share     Offering Price 
                                            
                                               
    
   Common 
    Stock             4,000          $4.75            $19,000            $5.76 
   ($.01 par 
    value)   
                                           

                                         -2-


<PAGE>


                                            
                                       PART II
                                           
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           
    Item 3.  Incorporation of Documents by Reference.

    The documents listed below are incorporated by reference herein: (a) the 
Annual Report on Form 10-K of HPSC, Inc. (the "Company") for the year ended 
December 31, 1996; and (b) the description of the Company's capital stock 
contained in its Registration Statement under Section 12(g) of the Securities 
Exchange Act of 1934 on Form S-1, filed on April 27, 1983, including any 
amendment or report filed for the purpose of updating such description.  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, 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 herein and to be a part hereof from the date of the 
filing of such report or document.

    Item 4.  Description of Securities.

    Not applicable.

    Item 5.  Interests of Named Experts and Counsel.

    Certain legal matters relating to the shares of Common Stock, $.01 par 
value, of the Company to be issued pursuant to the Stock Option Grant to 
Lowell P. Weicker have been passed upon for the Company by Hill & Barlow, a 
Professional Corporation, One International Place, Boston, Massachusetts 
02110. Dennis W. Townley, a member of that firm, is the Secretary of the 
Company.

    The consolidated financial statements of HPSC, Inc. (the "Company") as of 
and for the year ended December 31, 1996 incorporated in this Registration 
Statement by reference from the Company's Annual Report on Form 10-K for the 
year ended December 31, 1996 have been audited by Deloitte & Touche LLP 
("Deloitte & Touche"), independent auditors, as stated in their report, which 
is incorporated herein by reference, and have been so incorporated in 
reliance upon the report of such firm given upon their authority as experts 
in accounting and auditing.

    The consolidated financial statements as of December 31, 1995 and for the 
fiscal years ended December 31, 1995 and December 31, 1994 incorporated in 
this Registration Statement by reference from the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996, have been so incorporated by 
reference in reliance on the report of Coopers & Lybrand L.L.P. ("Coopers & 


                                         II-1


<PAGE>


Lybrand"), independent accountant, given on the authority of said firm as
experts in auditing and accounting.

    Coopers & Lybrand resigned as independent accountants for the Company on 
June 12, 1996.  None of the reports of Coopers & Lybrand on the financial 
statements of the Company for either of the past two fiscal years contained 
an adverse opinion or a disclaimer of opinion, or was qualified or modified 
as to uncertainty, audit scope or accounting principles.  During the 
Company's two most recent fiscal years and the subsequent interim period 
preceding the resignation of Coopers & Lybrand, there were no disagreements 
with Coopers & Lybrand on any matter of accounting principals or practices, 
financial statement disclosure or auditing scope or procedure, which 
disagreements, if not resolved to the satisfaction of Coopers & Lybrand, 
would have caused it to make reference to the subject matter of the 
disagreement in connection with its report.  None of the reportable events 
listed in Item 304(a)(l)(v) of Regulation S-K occurred with respect to the 
Company during the Company's two most recent fiscal years and the subsequent 
interim period preceding the resignation of Coopers & Lybrand.

    On June 19, 1996, the Company engaged Deloitte & Touche as its 
independent accountants.

    Item 6.  Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of Delaware 
provides for indemnification of officers and directors subject to certain 
limitations.  The general effect of such law is to empower a corporation to 
indemnify any of its officers and directors against certain expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by the person to be indemnified in 
connection with certain actions, suits or proceedings (threatened, pending or 
completed) if the person to be indemnified acted in good faith and in a 
manner he reasonably believed to be in, or not opposed to, the best interests 
of the corporation and, with respect to any criminal actions or proceedings, 
if he had no reasonable cause to believe his conduct was unlawful. The 
Company's By-laws provide that it shall indemnify its officers, directors, 
employees and agents to the extent permitted by law.

    The Company maintains insurance under which the insurers will reimburse 
the Company for amounts which it has paid to its directors, officers and 
certain other employees by way of indemnification for claims against such 
persons in their official capacities.  The insurance also covers such persons 
as to amounts paid by them as a result of claims against them in their 
official capacities which are not reimbursed by the Company.  The insurance 
is subject to certain limitations and exclusions.

                                         II-2


<PAGE>


    Item 7.  Exemption from Registration Claimed.

    Not applicable.

    Item 8.  Exhibits.

    See Exhibit Index.

    Item 9.  Undertakings.

    A.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

              (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration statement.

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the registrant 
pursuant to Section 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 securities offered therein, 
and the offering of such securities at that time shall be deemed to be a bona 
fide offering thereof.

         (3)  To remove from registration by means of a post-effective 
registration amendment any of the securities being registered which remain 
unsold at the termination of the offering.

    B.  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the 

                                         II-3


<PAGE>


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.

                                         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 its 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 Boston, Commonwealth of 
Massachusetts on May 13, 1997.

                                  HPSC, INC.


                                  By:  /s/ John W. Everets
                                           ---------------
                                           John W. Everets
                                           Chairman of the Board,
                                           Chief Executive Officer


                                         II-5


<PAGE>


                                  POWER OF ATTORNEY
                                           
    Each person whose signature appears below constitutes and appoints John 
W. Everets and Rene Lefebvre and each of them singly as his lawful attorneys 
with full power to them and each of them singly to sign for him in his name 
in the capacity indicated below this registration statement on Form S-8 (and 
any and all amendments thereto), hereby ratifying and confirming his 
signature as it may be signed by his said attorneys to this registration 
statement (and any and all amendments hereto).

    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.


    Signature              Title                                   Date


/s/ John W. Everets
------------------------  Chairman of the Board                    May 13, 1997
John W. Everets           of Directors and Chief 
                          Executive Officer (principal
                          executive officer)


/s/ Raymond R. Doherty
------------------------  President and                            May 13, 1997
Raymond R. Doherty        Director


/s/ Rene Lefebvre
------------------------  Vice President of Finance,               May 13, 1997
Rene Lefebvre             Chief Financial Officer and
                          Treasurer (principal financial officer)

/s/ Dennis J. McMahon
------------------------  Vice President of                        May 13, 1997
Dennis J. McMahon         Administration (principal
                          accounting officer)

/s/ Joseph A. Biernat
------------------------  Director                                 May 13, 1997
Joseph A. Biernat


/s/ J. Kermit Birchfield
------------------------  Director                                 May 13, 1997
J. Kermit Birchfield


                                         II-6


<PAGE>


/s/ Dollie A. Cole
------------------------    Director                               May 13, 1997
Dollie A. Cole


/s/ Samuel P. Cooley
------------------------    Director                               May 13, 1997
Samuel P. Cooley


/s/ Thomas M. McDougal
------------------------    Director                               May 13, 1997
Thomas M. McDougal


/s/ Lowell P. Weicker, Jr.
------------------------    Director                               May 19, 1997
Lowell P. Weicker, Jr.

                                         II-7


<PAGE>


                                           
                                    EXHIBIT INDEX
                                           
           Inapplicable items have been omitted.

  Exhibit         Title                          Method of Filing
       

       
4.1        Restated Certificate            Incorporated by reference to Exhibit
           of Incorporation of HPSC,       3.1 to HPSC's Annual Report on Form
           Inc.                            10-K for the fiscal year ended 
                                           December 31, 1995. 
                                           
                                           


4.2        Certificate of                  Incorporated by reference to Exhibit
           Amendment to Restated           3.2 to HPSC's Annual Report on Form
           Certificate of                  10-K for the fiscal year ended   
           Incorporation of                December 31, 1995.       
           HPSC, Inc. in
           Delaware on 
           September 14, 1987
                                           
                                           
                                           

                                           
4.3        Certificate of                  Incorporated by reference to Exhibit
           Amendment to Restated           3.3 to HPSC's Annual Report on Form
           Certificate of                  10-K for the fiscal year ended 
           Incorporation of                December 31, 1995.  
           HPSC, Inc. in
           Delaware on May 22,
           1995
                                           
                                           
                                           

                                           
4.4        Amended and Restated            Incorporated by reference to Exhibit
           By-Laws                         3.4 to HPSC's Amendment No. 1 to  
                                           Registration Statement on Form S-1 
                                           filed March 10, 1997.            
                                           


5          Opinion of Hill &               Filed herewith. 
           Barlow, a
           Professional
           Corporation

                                           
23.1       Consent of Hill &
           Barlow, a
           Professional
           Corporation (included
           in Exhibit 5)

           
23.2       Consent of Deloitte &           Filed herewith. 
           Touche LLP

                                           
23.3       Consent of Coopers &            Filed herewith. 
           Lybrand L.L.P.

                                           
24         Power of Attorney
           (included above).

           
99         Stock Option Grant to           Incorporated by reference to Exhibit
           Lowell P. Weicker.              10.28 to HPSC's Annual 
                                           Report on Form 10-K for the fiscal
                                           year ended December 31, 1995.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19548}]
{"company-data": {"conformed-name": "HPSC INC", "cik": "0000718909", "assigned-sic": "6172", "irs-number": "042560004", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28983", "film-number": "97622538"}, "business-address": {"street1": "60 STATE ST", "city": "BOSTON", "state": "MA", "zip": "02109", "phone": "6167203600"}, "mail-address": {"street1": "60 STATE ST", "city": "BOSTON", "state": "MA", "zip": "02109"}}
Registration No. 333-
                                                                    --------
                                           
                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549

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

                                           
                                       FORM S-8
                                           

                               REGISTRATION STATEMENT 
                                        UNDER
                              THE SECURITIES ACT OF 1933

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

                                      HPSC, INC.
               --------------------------------------------------------
                (Exact Name of Registrant as Specified in Its Charter)

                                           
      Delaware                                        04-2560004
-------------------------------                     --------------------
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                      Identification No.)

                                   60 State Street
                                 Boston, MA  02109-1803              
                ------------------------------------------------------
                 (Address of Principal Executive Offices) (Zip Code)

                                           
                       STOCK OPTION GRANT TO LOWELL P. WEICKER  
                     -------------------------------------------
                               (Full Title of the Plan)

                                           
                               Rene Lefebvre, Treasurer
                                   60 State Street
                              Boston, MA  02109-1803                 
                 ----------------------------------------------------
                       (Name and Address of Agent for Service)

                                           
                                    (617) 720-3600                     
           ---------------------------------------------------------------
            (Telephone Number, Including Area Code, of Agent for Service)
                                           
                                       Copy to:
                                       --------

                                           
                               Dennis M. Townley, Esq.
                      Hill & Barlow, a Professional Corporation
                               One International Place
                             Boston, Massachusetts 02110
                                    (617) 428-3540
CALCULATION OF REGISTRATION FEE
                                           
                                           
  Title of        Amount to be     Proposed         Proposed         Amount of
 Securities to     Registered      Maximum          Maximum        Registration
 be Registered                   Offering Price    Aggregate            Fee 
                                   Per Share     Offering Price 
                                            
                                               
    
   Common 
    Stock             4,000          $4.75            $19,000            $5.76 
   ($.01 par 
    value)   
                                           

                                         -2-
PART II
                                           
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                           
    Item 3.  Incorporation of Documents by Reference.

    The documents listed below are incorporated by reference herein: (a) the 
Annual Report on Form 10-K of HPSC, Inc. (the "Company") for the year ended 
December 31, 1996; and (b) the description of the Company's capital stock 
contained in its Registration Statement under Section 12(g) of the Securities 
Exchange Act of 1934 on Form S-1, filed on April 27, 1983, including any 
amendment or report filed for the purpose of updating such description.  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, 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 herein and to be a part hereof from the date of the 
filing of such report or document.

    Item 4.  Description of Securities.

    Not applicable.

    Item 5.  Interests of Named Experts and Counsel.

    Certain legal matters relating to the shares of Common Stock, $.01 par 
value, of the Company to be issued pursuant to the Stock Option Grant to 
Lowell P. Weicker have been passed upon for the Company by Hill & Barlow, a 
Professional Corporation, One International Place, Boston, Massachusetts 
02110. Dennis W. Townley, a member of that firm, is the Secretary of the 
Company.

    The consolidated financial statements of HPSC, Inc. (the "Company") as of 
and for the year ended December 31, 1996 incorporated in this Registration 
Statement by reference from the Company's Annual Report on Form 10-K for the 
year ended December 31, 1996 have been audited by Deloitte & Touche LLP 
("Deloitte & Touche"), independent auditors, as stated in their report, which 
is incorporated herein by reference, and have been so incorporated in 
reliance upon the report of such firm given upon their authority as experts 
in accounting and auditing.

    The consolidated financial statements as of December 31, 1995 and for the 
fiscal years ended December 31, 1995 and December 31, 1994 incorporated in 
this Registration Statement by reference from the Company's Annual Report on 
Form 10-K for the year ended December 31, 1996, have been so incorporated by 
reference in reliance on the report of Coopers & Lybrand L.L.P. ("Coopers & 

                                         II-1
Lybrand"), independent accountant, given on the authority of said firm as
experts in auditing and accounting.

    Coopers & Lybrand resigned as independent accountants for the Company on 
June 12, 1996.  None of the reports of Coopers & Lybrand on the financial 
statements of the Company for either of the past two fiscal years contained 
an adverse opinion or a disclaimer of opinion, or was qualified or modified 
as to uncertainty, audit scope or accounting principles.  During the 
Company's two most recent fiscal years and the subsequent interim period 
preceding the resignation of Coopers & Lybrand, there were no disagreements 
with Coopers & Lybrand on any matter of accounting principals or practices, 
financial statement disclosure or auditing scope or procedure, which 
disagreements, if not resolved to the satisfaction of Coopers & Lybrand, 
would have caused it to make reference to the subject matter of the 
disagreement in connection with its report.  None of the reportable events 
listed in Item 304(a)(l)(v) of Regulation S-K occurred with respect to the 
Company during the Company's two most recent fiscal years and the subsequent 
interim period preceding the resignation of Coopers & Lybrand.

    On June 19, 1996, the Company engaged Deloitte & Touche as its 
independent accountants.

    Item 6.  Indemnification of Directors and Officers.

    Section 145 of the General Corporation Law of the State of Delaware 
provides for indemnification of officers and directors subject to certain 
limitations.  The general effect of such law is to empower a corporation to 
indemnify any of its officers and directors against certain expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement 
actually and reasonably incurred by the person to be indemnified in 
connection with certain actions, suits or proceedings (threatened, pending or 
completed) if the person to be indemnified acted in good faith and in a 
manner he reasonably believed to be in, or not opposed to, the best interests 
of the corporation and, with respect to any criminal actions or proceedings, 
if he had no reasonable cause to believe his conduct was unlawful. The 
Company's By-laws provide that it shall indemnify its officers, directors, 
employees and agents to the extent permitted by law.

    The Company maintains insurance under which the insurers will reimburse 
the Company for amounts which it has paid to its directors, officers and 
certain other employees by way of indemnification for claims against such 
persons in their official capacities.  The insurance also covers such persons 
as to amounts paid by them as a result of claims against them in their 
official capacities which are not reimbursed by the Company.  The insurance 
is subject to certain limitations and exclusions.

                                         II-2
Item 7.  Exemption from Registration Claimed.

    Not applicable.

    Item 8.  Exhibits.

    See Exhibit Index.

    Item 9.  Undertakings.

    A.  The undersigned registrant hereby undertakes:

         (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

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

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

              (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in the registration statement 
or any material change to such information in the registration statement.

         Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the registrant 
pursuant to Section 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 securities offered therein, 
and the offering of such securities at that time shall be deemed to be a bona 
fide offering thereof.

         (3)  To remove from registration by means of a post-effective 
registration amendment any of the securities being registered which remain 
unsold at the termination of the offering.

    B.  The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
the 

                                         II-3
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.

                                         II-4
SIGNATURES
                                           
    Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that its 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 Boston, Commonwealth of 
Massachusetts on May 13, 1997.

                                  HPSC, INC.

                                  By:  /s/ John W. Everets
                                           ---------------
                                           John W. Everets
                                           Chairman of the Board,
                                           Chief Executive Officer

                                         II-5
POWER OF ATTORNEY
                                           
    Each person whose signature appears below constitutes and appoints John 
W. Everets and Rene Lefebvre and each of them singly as his lawful attorneys 
with full power to them and each of them singly to sign for him in his name 
in the capacity indicated below this registration statement on Form S-8 (and 
any and all amendments thereto), hereby ratifying and confirming his 
signature as it may be signed by his said attorneys to this registration 
statement (and any and all amendments hereto).

    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.

    Signature              Title                                   Date

/s/ John W. Everets
------------------------  Chairman of the Board                    May 13, 1997
John W. Everets           of Directors and Chief 
                          Executive Officer (principal
                          executive officer)

/s/ Raymond R. Doherty
------------------------  President and                            May 13, 1997
Raymond R. Doherty        Director

/s/ Rene Lefebvre
------------------------  Vice President of Finance,               May 13, 1997
Rene Lefebvre             Chief Financial Officer and
                          Treasurer (principal financial officer)

/s/ Dennis J. McMahon
------------------------  Vice President of                        May 13, 1997
Dennis J. McMahon         Administration (principal
                          accounting officer)

/s/ Joseph A. Biernat
------------------------  Director                                 May 13, 1997
Joseph A. Biernat

/s/ J. Kermit Birchfield
------------------------  Director                                 May 13, 1997
J. Kermit Birchfield

                                         II-6
/s/ Dollie A. Cole
------------------------    Director                               May 13, 1997
Dollie A. Cole

/s/ Samuel P. Cooley
------------------------    Director                               May 13, 1997
Samuel P. Cooley

/s/ Thomas M. McDougal
------------------------    Director                               May 13, 1997
Thomas M. McDougal

/s/ Lowell P. Weicker, Jr.
------------------------    Director                               May 19, 1997
Lowell P. Weicker, Jr.

                                         II-7
EXHIBIT INDEX
                                           
           Inapplicable items have been omitted.

  Exhibit         Title                          Method of Filing
       

       
4.1        Restated Certificate            Incorporated by reference to Exhibit
           of Incorporation of HPSC,       3.1 to HPSC's Annual Report on Form
           Inc.                            10-K for the fiscal year ended 
                                           December 31, 1995. 
                                           
                                           

4.2        Certificate of                  Incorporated by reference to Exhibit
           Amendment to Restated           3.2 to HPSC's Annual Report on Form
           Certificate of                  10-K for the fiscal year ended   
           Incorporation of                December 31, 1995.       
           HPSC, Inc. in
           Delaware on 
           September 14, 1987
                                           
                                           
                                           

                                           
4.3        Certificate of                  Incorporated by reference to Exhibit
           Amendment to Restated           3.3 to HPSC's Annual Report on Form
           Certificate of                  10-K for the fiscal year ended 
           Incorporation of                December 31, 1995.  
           HPSC, Inc. in
           Delaware on May 22,
           1995
                                           
                                           
                                           

                                           
4.4        Amended and Restated            Incorporated by reference to Exhibit
           By-Laws                         3.4 to HPSC's Amendment No. 1 to  
                                           Registration Statement on Form S-1 
                                           filed March 10, 1997.            
                                           

5          Opinion of Hill &               Filed herewith. 
           Barlow, a
           Professional
           Corporation

                                           
23.1       Consent of Hill &
           Barlow, a
           Professional
           Corporation (included
           in Exhibit 5)

           
23.2       Consent of Deloitte &           Filed herewith. 
           Touche LLP

                                           
23.3       Consent of Coopers &            Filed herewith. 
           Lybrand L.L.P.

                                           
24         Power of Attorney
           (included above).

           
99         Stock Option Grant to           Incorporated by reference to Exhibit
           Lowell P. Weicker.              10.28 to HPSC's Annual 
                                           Report on Form 10-K for the fiscal
                                           year ended December 31, 1995.