As filed with the Securities and Exchange Commission on August 5, 1999
                          Registration No. 333-________


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    PSC INC.
             (Exact name of Registrant as specified in its charter)


               New York                                  16-0969362
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                    675 Basket Road, Webster, New York 14580
                                                            (716) 265-1600
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                                    PSC Inc.
                             1994 Stock Option Plan
                              (Full title of plan)


                              Robert C. Strandberg
                      President and Chief Executive Officer
                                    PSC Inc.
                                 675 Basket Road
                                Webster, NY 14580
                            Telephone: (716) 265-1600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                                    Copy to:

                           Martin S. Weingarten, Esq.
                Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
                                2400 Chase Square
                               Rochester, NY 14604


                                Page 1 of 7 Pages
                             Exhibit Index at Page 6


<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

                                              Proposed             Proposed
                                              Maximum              Maximum
Title of                                      Offering             Aggregate
Securities to           Amount to be          Price Per            Offering              Amount of
be Registered           Registered  (1)       Share   (2)          Price  (2)         Registration Fee
-------------          ----------------       -----------          ----------         ----------------
<S>                    <C>                    <C>                  <C>                <C>
Common Shares,         1,000,000 shares       $9.53                $9,530,000         $2887.88
$.01 par value

</TABLE>


         (1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with the provisions of the 1994 Stock Option Plan in the event that,
during the period the 1994 Stock Option Plan is in effect, there is effected any
increase or  decrease in the number of issued  Common  Shares  resulting  from a
subdivision or consolidation of shares or the payment of a stock dividend or any
other  increase  or  decrease  in the number of shares or the payment of a stock
dividend or any other increase or decrease in the number of such shares effected
without  receipt  of   consideration  by  the  Registrant.   Accordingly,   this
Registration Statement covers, in addition to the number of Common Shares stated
above, an indeterminate  number of shares which by reason of any such events may
be issued in accordance with the provisions of the 1994 Stock Option Plan.


         (2) Estimated  solely for the purpose of calculating  the  registration
fee  pursuant to Rules 457(c) and 457(h)  under the  Securities  Act of 1933 and
based  upon the  average  of the high and low sales  prices of the  Registrant's
Common Shares as reported on the Nasdaq National Market on August 2, 1999.


                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to Instruction E of the General Instructions to Form S-8, this
Registration Statement on Form S-8 incorporates by reference the contents of the
Registration  Statement on Form S-8,  Registration  No.  33-60389,  filed by the
Registrant with the Securities and Exchange Commission on June 20, 1995 relating
to the Registrant's 1994 Stock Option Plan.

         Upon  this  Registration  Statement's  effectiveness,   there  will  be
2,750,000 shares registered under the 1994 PSC Inc. Stock Option Plan, 1,750,000
shares from  Registration  Statement No. 33-60389 and 1,000,000 shares from this
Registration Statement on Form S-8.
<PAGE>

                                     PART II

               Information Required in the Registration Statement

         Item 5.           Interests of Named Experts and Counsel.

         Legal  matters in  connection  with options under the 1994 Stock Option
Plan and the Common  Shares  offered  thereunder  will be passed upon by Messrs.
Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP, 2400 Chase Square, Rochester,
NY 14604.  Justin L.  Vigdor,  a partner  of this  firm,  is a  director  of the
Registrant, and Martin S. Weingarten,  counsel to this firm, is Secretary of the
Registrant.  Mr.  Vigdor owns and has options to purchase  Common  Shares of the
Registrant.

         Item 8.           Exhibits

         See Exhibit Index.




<PAGE>


                                   SIGNATURES


         Pursuant  to  the  requirement  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 had duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Town of Webster, State of New York on August 5, 1999.

                                    PSC Inc.


                                    By:   /s/ Robert C. Strandberg
                                          Robert C. Strandberg
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below  constitutes  and  appoints  each of Robert C.  Strandberg  and William J.
Woodard,   acting  alone  or  together,   as  such   person's  true  and  lawful
attorney-in-fact and agent with full powers of substitution and revocation,  for
such  person  and in  such  person's  name,  place,  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement and to file the same with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent, acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent, acting alone, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 5, 1999.


             Signature                          Title


    /s/ Robert C. Strandberg           Director, President and
    Robert C. Strandberg               Chief Executive Officer


   /s/ William J. Woodard              Vice President, Chief Financial
    William J. Woodard                 Officer and Treasurer

<PAGE>

    /s/ Michael J. Stachura            Vice President, Finance
    Michael J. Stachura                (Principal Accounting Officer)


    /s/ Robert S. Ehrlich              Director, Chairman of the Board
    Robert S. Ehrlich


    /s/ Jay M. Eastman                 Director
    Jay M. Eastman


    /s/ Donald K. Hess                 Director
    Donald K. Hess


    /s/ Thomas J. Morgan               Director
    Thomas J. Morgan


    /s/ James C. O'Shea                Director
    James C. O'Shea


    /s/ Jack E. Rosenfeld              Director
    Jack E. Rosenfeld


    /s/ Justin L. Vigdor               Director
    Justin L. Vigdor


                                       Director
    Romano Volta


    /s/ Bert W. Wasserman              Director
    Bert W. Wasserman


<PAGE>
                                  EXHIBIT INDEX


 Exhibit
 Number       Description                             Location
 -------      ----------------------------------   -------------
 4.1          PSC Inc. 1994 Stock Option                  *
              Plan, as amended

 5.1          Opinion and consent of Boylan,              *
              Brown, Code, Fowler, Vigdor &
              Wilson, LLP, counsel for the
              Registrant as to the legality of
              the Common Shares being registered

 23.1         Consent of Arthur Andersen LLP,             *
              Independent Public Accountants

 23.2         Consent of Boylan, Brown, Code,     Included in Exhibit
              Fowler, Vigdor & Wilson, LLP        5.1 to this Registra-
                                                  tion Statement



         * Included as part of the electronic submission of this Registration
            Statement.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 9531}]
{"company-data": {"conformed-name": "PSC INC", "cik": "0000319379", "assigned-sic": "3577", "irs-number": "160969362", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84539", "film-number": "99678211"}, "business-address": {"street1": "675 BASKET RD", "city": "WEBSTER", "state": "NY", "zip": "14580", "phone": "7162651600"}, "mail-address": {"street1": "675 BASKET ROAD", "city": "WEBSTER", "state": "NY", "zip": "14580"}, "former-company": {"former-conformed-name": "PHOTOGRAPHIC SCIENCES CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 5, 1999
                          Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                    PSC INC.
             (Exact name of Registrant as specified in its charter)

               New York                                  16-0969362
(State or other jurisdiction of             (IRS Employer Identification Number)
incorporation or organization)

                    675 Basket Road, Webster, New York 14580
                                                            (716) 265-1600
          (Address, including zip code, and telephone number, including
             area code, of Registrant's principal executive office)

                                    PSC Inc.
                             1994 Stock Option Plan
                              (Full title of plan)

                              Robert C. Strandberg
                      President and Chief Executive Officer
                                    PSC Inc.
                                 675 Basket Road
                                Webster, NY 14580
                            Telephone: (716) 265-1600
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                           Martin S. Weingarten, Esq.
                Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP
                                2400 Chase Square
                               Rochester, NY 14604

                                Page 1 of 7 Pages
                             Exhibit Index at Page 6
CALCULATION OF REGISTRATION FEE

                                              Proposed             Proposed
                                              Maximum              Maximum
Title of                                      Offering             Aggregate
Securities to           Amount to be          Price Per            Offering              Amount of
be Registered           Registered  (1)       Share   (2)          Price  (2)         Registration Fee
-------------          ----------------       -----------          ----------         ----------------
Common Shares,         1,000,000 shares       $9.53                $9,530,000         $2887.88
$.01 par value
(1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with the provisions of the 1994 Stock Option Plan in the event that,
during the period the 1994 Stock Option Plan is in effect, there is effected any
increase or  decrease in the number of issued  Common  Shares  resulting  from a
subdivision or consolidation of shares or the payment of a stock dividend or any
other  increase  or  decrease  in the number of shares or the payment of a stock
dividend or any other increase or decrease in the number of such shares effected
without  receipt  of   consideration  by  the  Registrant.   Accordingly,   this
Registration Statement covers, in addition to the number of Common Shares stated
above, an indeterminate  number of shares which by reason of any such events may
be issued in accordance with the provisions of the 1994 Stock Option Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee  pursuant to Rules 457(c) and 457(h)  under the  Securities  Act of 1933 and
based  upon the  average  of the high and low sales  prices of the  Registrant's
Common Shares as reported on the Nasdaq National Market on August 2, 1999.

                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to Instruction E of the General Instructions to Form S-8, this
Registration Statement on Form S-8 incorporates by reference the contents of the
Registration  Statement on Form S-8,  Registration  No.  33-60389,  filed by the
Registrant with the Securities and Exchange Commission on June 20, 1995 relating
to the Registrant's 1994 Stock Option Plan.

         Upon  this  Registration  Statement's  effectiveness,   there  will  be
2,750,000 shares registered under the 1994 PSC Inc. Stock Option Plan, 1,750,000
shares from  Registration  Statement No. 33-60389 and 1,000,000 shares from this
Registration Statement on Form S-8.
PART II

               Information Required in the Registration Statement

         Item 5.           Interests of Named Experts and Counsel.

         Legal  matters in  connection  with options under the 1994 Stock Option
Plan and the Common  Shares  offered  thereunder  will be passed upon by Messrs.
Boylan, Brown, Code, Fowler, Vigdor & Wilson, LLP, 2400 Chase Square, Rochester,
NY 14604.  Justin L.  Vigdor,  a partner  of this  firm,  is a  director  of the
Registrant, and Martin S. Weingarten,  counsel to this firm, is Secretary of the
Registrant.  Mr.  Vigdor owns and has options to purchase  Common  Shares of the
Registrant.

         Item 8.           Exhibits

         See Exhibit Index.
SIGNATURES

         Pursuant  to  the  requirement  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 had duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the Town of Webster, State of New York on August 5, 1999.

                                    PSC Inc.

                                    By:   /s/ Robert C. Strandberg
                                          Robert C. Strandberg
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below  constitutes  and  appoints  each of Robert C.  Strandberg  and William J.
Woodard,   acting  alone  or  together,   as  such   person's  true  and  lawful
attorney-in-fact and agent with full powers of substitution and revocation,  for
such  person  and in  such  person's  name,  place,  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this  Registration  Statement and to file the same with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,  granting unto said  attorney-in-fact  and agent, acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorney-in-fact and agent, acting alone, or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities indicated on August 5, 1999.

             Signature                          Title

    /s/ Robert C. Strandberg           Director, President and
    Robert C. Strandberg               Chief Executive Officer

   /s/ William J. Woodard              Vice President, Chief Financial
    William J. Woodard                 Officer and Treasurer
/s/ Michael J. Stachura            Vice President, Finance
    Michael J. Stachura                (Principal Accounting Officer)

    /s/ Robert S. Ehrlich              Director, Chairman of the Board
    Robert S. Ehrlich

    /s/ Jay M. Eastman                 Director
    Jay M. Eastman

    /s/ Donald K. Hess                 Director
    Donald K. Hess

    /s/ Thomas J. Morgan               Director
    Thomas J. Morgan

    /s/ James C. O'Shea                Director
    James C. O'Shea

    /s/ Jack E. Rosenfeld              Director
    Jack E. Rosenfeld

    /s/ Justin L. Vigdor               Director
    Justin L. Vigdor

                                       Director
    Romano Volta

    /s/ Bert W. Wasserman              Director
    Bert W. Wasserman
EXHIBIT INDEX

 Exhibit
 Number       Description                             Location
 -------      ----------------------------------   -------------
 4.1          PSC Inc. 1994 Stock Option                  *
              Plan, as amended

 5.1          Opinion and consent of Boylan,              *
              Brown, Code, Fowler, Vigdor &
              Wilson, LLP, counsel for the
              Registrant as to the legality of
              the Common Shares being registered

 23.1         Consent of Arthur Andersen LLP,             *
              Independent Public Accountants

 23.2         Consent of Boylan, Brown, Code,     Included in Exhibit
              Fowler, Vigdor & Wilson, LLP        5.1 to this Registra-
                                                  tion Statement

         * Included as part of the electronic submission of this Registration
            Statement.