<PAGE>



                                                Registration No. 33-____________

                       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)

                      HPSC, INC. 1995 STOCK INCENTIVE PLAN
                      ------------------------------------
                            (Full Title of the Plan)

                    Rene Lefebvre, Vice President of Finance
                                 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:
                                    --------

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

<PAGE>

                         CALCULATION OF REGISTRATION FEE
                         --------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
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*
- ----------------------------------------------------------------------------------------------------------------------------------

<S>                      <C>                <C>                  <C>            <C>
     Common                550,000              $4.50            $2,475,000       $853.45
     Stock
     ($.01 par
      value)
- ----------------------------------------------------------------------------------------------------------------------------------

<FN>

*    Estimated solely for the purpose of computing the registration fee.  This
     amount was calculated pursuant to Rule 457 upon the basis of the average of
     the high and low prices of the registrant's Common Stock as reported in the
     consolidated reporting system of the NASDAQ National Market System on
     June 1, 1995.
</TABLE>


                                       -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, 1994; (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and (c) 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 HPSC, Inc. 1995 Stock
Incentive Plan 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 financial statements incorporated in this registration statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1994 have been so incorporated in reliance on the report of Coopers
& Lybrand, L.L.P., independent accountants, given on the authority of said firm
as experts in auditing and accounting.

     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

                                       -3-

<PAGE>

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.

     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
                                       -4-

<PAGE>

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
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.

                                       -5-
<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 11,

1995.

                                   HPSC, INC.


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


                                       -6-

<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 11, 1995
- ------------------------    of Directors and Chief
John W. Everets             Executive Officer (principal
                            executive officer)


/s/ Raymond R. Doherty      President and                    May 11, 1995
- ------------------------    Director
Raymond R. Doherty


/s/ Rene Lefebvre           Vice President of Finance,       May 11, 1995
- ------------------------    Chief Financial Officer and
Rene Lefebvre               Treasurer (principal financial officer)


/s/ Dennis J. McMahon       Vice President of                May 11, 1995
- ------------------------    Administration (principal
Dennis J. McMahon           accounting officer)


/s/ Joseph A. Biernat       Director                         May 11, 1995
- ------------------------
Joseph A. Biernat


/s/ J. Kermit Birchfield    Director                         May 11, 1995
- ------------------------
J. Kermit Birchfield

                                       -7-
<PAGE>

/s/ Louis J.P. Calisti      Senior Vice President and        May 11, 1995
- ------------------------    Director
Louis J.P. Calisti


/s/ Dollie A. Cole          Director                         May 11, 1995
- ------------------------
Dollie A. Cole


/s/ Samuel P. Cooley        Director                         May 11, 1995
- ------------------------
Samuel P. Cooley


/s/ Thomas M. McDougal      Director                         May 11, 1995
- ------------------------
Thomas M. McDougal


                                       -8-

<PAGE>

                                  EXHIBIT INDEX


     All of the following exhibits are filed herewith.  Inapplicable items have
been omitted.

     EXHIBIT                       TITLE
     -------                       -----
     4.1            Restated Certificate of Incorporation of the Company, as
                                        amended to date.

     4.2            Amended and Restated By-laws of the Company
                    effective May 11, 1995.

     5              Opinion of Hill & Barlow, a Professional Corporation.

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

     24.2           Consent of Coopers & Lybrand, L.L.P.

     25             Power of Attorney (included above).

     99             HPSC, Inc. 1995 Stock Incentive Plan.


0140159.01

                                       -9-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 15288}]
{"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": "033-60073", "film-number": "95545895"}, "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. 33-____________

                       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)

                      HPSC, INC. 1995 STOCK INCENTIVE PLAN
                      ------------------------------------
                            (Full Title of the Plan)

                    Rene Lefebvre, Vice President of Finance
                                 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:
                                    --------

                            Andrea M. Teichman, 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                550,000              $4.50            $2,475,000       $853.45
     Stock
     ($.01 par
      value)
- ----------------------------------------------------------------------------------------------------------------------------------
*    Estimated solely for the purpose of computing the registration fee.  This
     amount was calculated pursuant to Rule 457 upon the basis of the average of
     the high and low prices of the registrant's Common Stock as reported in the
     consolidated reporting system of the NASDAQ National Market System on
     June 1, 1995.
-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, 1994; (b) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; and (c) 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 HPSC, Inc. 1995 Stock
Incentive Plan 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 financial statements incorporated in this registration statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1994 have been so incorporated in reliance on the report of Coopers
& Lybrand, L.L.P., independent accountants, given on the authority of said firm
as experts in auditing and accounting.

     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

                                       -3-
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.

     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
                                       -4-
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
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.

                                       -5-
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 11,

1995.

                                   HPSC, INC.

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

                                       -6-
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 11, 1995
- ------------------------    of Directors and Chief
John W. Everets             Executive Officer (principal
                            executive officer)

/s/ Raymond R. Doherty      President and                    May 11, 1995
- ------------------------    Director
Raymond R. Doherty

/s/ Rene Lefebvre           Vice President of Finance,       May 11, 1995
- ------------------------    Chief Financial Officer and
Rene Lefebvre               Treasurer (principal financial officer)

/s/ Dennis J. McMahon       Vice President of                May 11, 1995
- ------------------------    Administration (principal
Dennis J. McMahon           accounting officer)

/s/ Joseph A. Biernat       Director                         May 11, 1995
- ------------------------
Joseph A. Biernat

/s/ J. Kermit Birchfield    Director                         May 11, 1995
- ------------------------
J. Kermit Birchfield

                                       -7-
/s/ Louis J.P. Calisti      Senior Vice President and        May 11, 1995
- ------------------------    Director
Louis J.P. Calisti

/s/ Dollie A. Cole          Director                         May 11, 1995
- ------------------------
Dollie A. Cole

/s/ Samuel P. Cooley        Director                         May 11, 1995
- ------------------------
Samuel P. Cooley

/s/ Thomas M. McDougal      Director                         May 11, 1995
- ------------------------
Thomas M. McDougal

                                       -8-
EXHIBIT INDEX

     All of the following exhibits are filed herewith.  Inapplicable items have
been omitted.

     EXHIBIT                       TITLE
     -------                       -----
     4.1            Restated Certificate of Incorporation of the Company, as
                                        amended to date.

     4.2            Amended and Restated By-laws of the Company
                    effective May 11, 1995.

     5              Opinion of Hill & Barlow, a Professional Corporation.

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

     24.2           Consent of Coopers & Lybrand, L.L.P.

     25             Power of Attorney (included above).

     99             HPSC, Inc. 1995 Stock Incentive Plan.

0140159.01

                                       -9-