As filed with the Securities and Exchange Commission on June 20, 1995
                          Registration No. 33-________


                       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)


                                L. Michael Hone
                     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
                               900 Midtown Tower
                              Rochester, NY 14604


                              Page 1 of 45 Pages
                           Exhibit Index at Page 9


<PAGE>



                        CALCULATION OF REGISTRATION FEE



                                     Proposed        Proposed
                                     Maximum         Maximum
Title of                             Offering        Aggregate    Amount of
Securities to     Amount to be       Price Per       Offering     Registration
be Registered     Registered (1)     Share (2)       Price (2)    Fee
- -------------     --------------     -----------     ----------   ----------

Common Shares,    1,750,000 shares   $12.50          $21,875,000  $7,543.10
$.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 Company.  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 Rule 457 under the Securities Act of 1933 and based upon the average
of the high and low sales prices for the Common Shares as reported on the Nasdaq
National Market on June 15, 1995.



<PAGE>

                                    PART II

                     Information Not Required in Prospectus


Item 3. Incorporation of Documents by Reference.

     PSC  Inc.  (the  "Company")  hereby   incorporates  by  reference  in  this
Registration Statement the following documents:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  1994.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.

     (c) The Company's  Current  Report on Form 8-K dated  December 21, 1994, as
amended on March 2, 1995.

     (d)  The  description  of the  Company's  Common  Shares  contained  in the
Company's  Registration  Statement  on Form 8-A  filed by the  Company  with the
Securities and Exchange Commission on August 31, 1981.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  prior to the  filing of a  post-effective  amendment  to this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

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, 900 Midtown Tower,  Rochester,  NY
14604.  Justin L. Vigdor,  a partner of this firm, is a director of the Company,
and Martin S.  Weingarten,  counsel to this firm,  is  Secretary of the Company.
Members of Boylan,  Brown, Code,  Fowler,  Vigdor & Wilson, LLP beneficially own
14,555 Common Shares of the Company.



<PAGE>

Item 6. Indemnification of Directors and Officers

     The Company's  Certificate of Incorporation  (the  "Certificate")  provides
that  no  director  of  the  Company  shall  be  liable  to the  Company  or its
shareholders for monetary damages for any breach of fiduciary duty as a director
except that such liability is not eliminated or limited to breaches of such duty
that result (as established by a judgment or other final adjudication adverse to
the director) from acts or omissions in bad faith or in violation of Section 719
of the New York Business  Corporation  Law (the "BCL") or involving  intentional
misconduct or a knowing  violation of law or from which (as so established) such
advantage to which he was not legally entitled. Section 719 of the BCL specifies
certain  corporate  transactions,  such as  certain  dividend  declarations  and
dispositions  of  assets,  as  unlawful.  The  effect of this  provision  of the
Certificate  is to  eliminate  the rights of the  Company  and its  shareholders
(through  shareholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of a fiduciary duty of care as a
director.  This  provision does not limit or eliminate the rights of the Company
or any  shareholder  to  seek  non-monetary  relief,  such as an  injunction  or
rescission in the event of a breach of a director's duty of care.

     Pursuant to the BCL,  the Company  has  adopted  provisions  in its by-laws
which require the Company to indemnify its directors and officers to the fullest
extent  permitted  by New York law, as from time to time in effect.  The Company
has also entered into indemnity  agreements with each of its executive  officers
and  directors  providing  for such  indemnification.  In addition,  the Company
maintains an officers' and directors'  liability  insurance  policy insuring the
covered  individuals  against acts or  omissions  taken by such persons in their
capacities as officers or directors.

     The following summary  describes the principal  provisions of the Company's
bylaws concerning  indemnification of directors. The indemnification provided by
the by-laws is not exclusive of any other rights to which the indemnified  party
may be entitled to under law.

     The Company is required, to the full extent authorized or permitted by law,
to indemnify against all judgments, fines, penalties, amounts paid in settlement
and  reasonable  expenses  incurred  in  connection  with  actual or  threatened
litigation  or  proceeding,  any person made or threatened to be made a party to
any  action  or  proceeding  by  reason of the fact  that he,  his  testator  or
intestate (the "Responsible  Person") (i) is or was a director or officer of the
Company,  (ii) if a director or officer of the Company, is serving or served, in
any capacity, at the request of the Company, any other corporation or entity, or
(iii) if not a director or officer of the Company,  is serving or served, at the
request of the  Company,  as a director or officer of any other  corporation  or
entity.  The acts of the Responsible  Person which were material to the cause of
action  must not have been  committed  in bad  faith or have been the  result of
active and  deliberate  dishonesty,  and the  Responsible  Person shall not have
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  If the acts of the Responsible Person fail to meet the above standard
of conduct, no indemnification will be made.

<PAGE>

     The  expenses  incurred  by an  indemnified  person  will  be  advanced  or
reimbursed by the Company if the person provides the Company with an undertaking
to  repay  the  Company  if  he is  ultimately  found  not  to  be  entitled  to
indemnification  or if the advances exceed the  indemnifications  to which he is
entitled.

     The  by-laws  establish  the  procedures  pursuant  to which  the  Board of
Directors will determine,  if  indemnification  has not been ordered by a court,
whether the  indemnified  person has met the standard of conduct  necessary  for
indemnification   and   resolve   any  dispute   over  the   reasonableness   of
indemnification  expenses.  In addition,  if the standard of conduct is met, the
Company is  authorized  to provide such  persons  rights to  indemnification  or
advancement  of  expenses  in  addition  to those  provided  for in the  by-laws
pursuant to a resolution  of the  shareholders,  a resolution of directors or an
agreement providing for such indemnification.

     Any  repeal  or  amendment  of  the  by-laws  reducing  the  extent  of the
indemnification  of any  person  who could be a  Responsible  Person  shall not,
without his written consent,  apply to any event,  act or omission  occurring or
allegedly occurring prior to (i) the date of repeal or amendment if on such date
he is not serving in any capacity for which he could be a Responsible Person, or
(ii) the 30th day  following  delivery of a notice of repeal or  amendment as to
any  capacity  to which he is  serving on the date of such  repeal or  amendment
other  than as  director  or  officer  of the  Company,  for which he could be a
Responsible Person, or (iii) the later of the 30th day following the delivery to
him of notice of such repeal or amendment  or the end of the term of office,  if
he is serving as a director or officer of the Company on the date of such repeal
or amendment,  with respect to being a Responsible  Person in such capacity.  No
amendment  of the BCL reducing the extent of  permissible  indemnification  of a
Responsible  Person  shall be  effective  as to such person with  respect to any
event, act or omission occurring prior to the effective date of the amendment.

Item 7. Exemption from Registration Claimed

     Inapplicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     (a) Rule 415 Offering

     The undersigned registrant hereby undertakes:

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

     (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.

     (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 the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.
     (b) Incorporating Subsequent Exchange Act Documents by Reference

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Indemification for Liabilities arising under the Securities Act of 1933

     Insofar as indemnification  for liabilities arises under the Securities Act
of 1933 (the "Act") 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.



<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 City of Rochester, State of New York on June 19, 1995.


                                    PSC Inc.

                                    By: /s/ L. Michael Hone
                                    L. Michael Hone, President
                                    and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints L. MICHAEL HONE and JUSTIN L. VIGDOR,  or either
one of them,  as true and  lawful  attorneys-in-fact,  each with full  power and
authority to act as such without the other, and with full power of substitution,
for  him  and in any  and  all  capacities,  to  sign  any  amendments  to  this
Registration Statement,  and to file, the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
the undersigned hereby ratifying and confirming all that said attorneys-in-fact,
or either of them or his substitute or substitutes, shall 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 and on the dates indicated.

       Signature                Title                             Date


      /s/ L. Michael Hone       Director, Chairman of the         June 19, 1995
      L. Michael Hone           Board, President, and
                                Chief Executive Officer

      /s/ William J. Woodard    Vice President, Finance           June 19, 1995
      William J. Woodard        and Treasurer



<PAGE>


                                Controller (Principal
         /s/ Scott D. Deverell  Accounting Officer)               June 19, 1995
         Scott D. Deverell


         /s/ Milton P. Axelrod  Director                          June 19, 1995
         Milton P. Axelrod


         /s/ Robert S. Ehrlich  Director                          June 19, 1995
         Robert S. Ehrlich


         /s/ James W. Henry     Director                          June 19, 1995
         James W. Henry


         /s/ Donald K. Hess     Director                          June 19, 1995
         Donald K. Hess


         /s/ James O'Shea       Director                          June 19, 1995
         James O'Shea


                                Director                           
         Jack E. Rosenfeld


         /s/ Abby R. Solomon    Director                          June 19, 1995
         Abby R. Solomon


         /s/ Justin L. Vigdor   Director                          June 19, 1995
         Justin L. Vigdor



<PAGE>


                            EXHIBIT INDEX


         Exhibit                                                  Sequentially
         Number          Description                              Numbered Page

         4.1             PSC Inc. 1994 Stock Option Plan              11    

         4.2             Form of Stock Option Agreement -             24
                         Incentive Stock Option

         4.3             Form of Stock Option Agreement -             30
                         Nonstatutory Stock Option

         4.4             Form of Stock Option Agreement -             36
                         Non-Employee Director Stock Option

         5.1             Opinion   and   consent  of  Boylan,         41
                         Brown,   Code,   Fowler,   Vigdor  &
                         Wilson,   LLP,   counsel   for   the
                         Registrant as to the legality of the
                         Common Shares being registered

         24.1            Consent of Arthur Andersen LLP,              42
                         Independent Public Accountants

         24.2            Consent of Boylan, Brown, Code,              41
                         Fowler, Vigdor & Wilson, LLP is
                         contained in their opinion filed as
                         Exhibit 5.1 to this Registration Statement
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19554}]
{"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": "033-60389", "film-number": "95547968"}, "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 June 20, 1995
                          Registration No. 33-________

                       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)

                                L. Michael Hone
                     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
                               900 Midtown Tower
                              Rochester, NY 14604

                              Page 1 of 45 Pages
                           Exhibit Index at Page 9
CALCULATION OF REGISTRATION FEE

                                     Proposed        Proposed
                                     Maximum         Maximum
Title of                             Offering        Aggregate    Amount of
Securities to     Amount to be       Price Per       Offering     Registration
be Registered     Registered (1)     Share (2)       Price (2)    Fee
- -------------     --------------     -----------     ----------   ----------

Common Shares,    1,750,000 shares   $12.50          $21,875,000  $7,543.10
$.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 Company.  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 Rule 457 under the Securities Act of 1933 and based upon the average
of the high and low sales prices for the Common Shares as reported on the Nasdaq
National Market on June 15, 1995.
PART II

                     Information Not Required in Prospectus

Item 3. Incorporation of Documents by Reference.

     PSC  Inc.  (the  "Company")  hereby   incorporates  by  reference  in  this
Registration Statement the following documents:

     (a) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
December  31,  1994.

     (b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1995.

     (c) The Company's  Current  Report on Form 8-K dated  December 21, 1994, as
amended on March 2, 1995.

     (d)  The  description  of the  Company's  Common  Shares  contained  in the
Company's  Registration  Statement  on Form 8-A  filed by the  Company  with the
Securities and Exchange Commission on August 31, 1981.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange  Act"),  prior to the  filing of a  post-effective  amendment  to this
Registration  Statement which indicates that all securities  offered hereby have
been sold or which deregisters all securities  remaining unsold, shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

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, 900 Midtown Tower,  Rochester,  NY
14604.  Justin L. Vigdor,  a partner of this firm, is a director of the Company,
and Martin S.  Weingarten,  counsel to this firm,  is  Secretary of the Company.
Members of Boylan,  Brown, Code,  Fowler,  Vigdor & Wilson, LLP beneficially own
14,555 Common Shares of the Company.
Item 6. Indemnification of Directors and Officers

     The Company's  Certificate of Incorporation  (the  "Certificate")  provides
that  no  director  of  the  Company  shall  be  liable  to the  Company  or its
shareholders for monetary damages for any breach of fiduciary duty as a director
except that such liability is not eliminated or limited to breaches of such duty
that result (as established by a judgment or other final adjudication adverse to
the director) from acts or omissions in bad faith or in violation of Section 719
of the New York Business  Corporation  Law (the "BCL") or involving  intentional
misconduct or a knowing  violation of law or from which (as so established) such
advantage to which he was not legally entitled. Section 719 of the BCL specifies
certain  corporate  transactions,  such as  certain  dividend  declarations  and
dispositions  of  assets,  as  unlawful.  The  effect of this  provision  of the
Certificate  is to  eliminate  the rights of the  Company  and its  shareholders
(through  shareholders'  derivative  suits on behalf of the  Company) to recover
monetary  damages against a director for breach of a fiduciary duty of care as a
director.  This  provision does not limit or eliminate the rights of the Company
or any  shareholder  to  seek  non-monetary  relief,  such as an  injunction  or
rescission in the event of a breach of a director's duty of care.

     Pursuant to the BCL,  the Company  has  adopted  provisions  in its by-laws
which require the Company to indemnify its directors and officers to the fullest
extent  permitted  by New York law, as from time to time in effect.  The Company
has also entered into indemnity  agreements with each of its executive  officers
and  directors  providing  for such  indemnification.  In addition,  the Company
maintains an officers' and directors'  liability  insurance  policy insuring the
covered  individuals  against acts or  omissions  taken by such persons in their
capacities as officers or directors.

     The following summary  describes the principal  provisions of the Company's
bylaws concerning  indemnification of directors. The indemnification provided by
the by-laws is not exclusive of any other rights to which the indemnified  party
may be entitled to under law.

     The Company is required, to the full extent authorized or permitted by law,
to indemnify against all judgments, fines, penalties, amounts paid in settlement
and  reasonable  expenses  incurred  in  connection  with  actual or  threatened
litigation  or  proceeding,  any person made or threatened to be made a party to
any  action  or  proceeding  by  reason of the fact  that he,  his  testator  or
intestate (the "Responsible  Person") (i) is or was a director or officer of the
Company,  (ii) if a director or officer of the Company, is serving or served, in
any capacity, at the request of the Company, any other corporation or entity, or
(iii) if not a director or officer of the Company,  is serving or served, at the
request of the  Company,  as a director or officer of any other  corporation  or
entity.  The acts of the Responsible  Person which were material to the cause of
action  must not have been  committed  in bad  faith or have been the  result of
active and  deliberate  dishonesty,  and the  Responsible  Person shall not have
gained a  financial  profit  or  other  advantage  to  which he was not  legally
entitled.  If the acts of the Responsible Person fail to meet the above standard
of conduct, no indemnification will be made.
The  expenses  incurred  by an  indemnified  person  will  be  advanced  or
reimbursed by the Company if the person provides the Company with an undertaking
to  repay  the  Company  if  he is  ultimately  found  not  to  be  entitled  to
indemnification  or if the advances exceed the  indemnifications  to which he is
entitled.

     The  by-laws  establish  the  procedures  pursuant  to which  the  Board of
Directors will determine,  if  indemnification  has not been ordered by a court,
whether the  indemnified  person has met the standard of conduct  necessary  for
indemnification   and   resolve   any  dispute   over  the   reasonableness   of
indemnification  expenses.  In addition,  if the standard of conduct is met, the
Company is  authorized  to provide such  persons  rights to  indemnification  or
advancement  of  expenses  in  addition  to those  provided  for in the  by-laws
pursuant to a resolution  of the  shareholders,  a resolution of directors or an
agreement providing for such indemnification.

     Any  repeal  or  amendment  of  the  by-laws  reducing  the  extent  of the
indemnification  of any  person  who could be a  Responsible  Person  shall not,
without his written consent,  apply to any event,  act or omission  occurring or
allegedly occurring prior to (i) the date of repeal or amendment if on such date
he is not serving in any capacity for which he could be a Responsible Person, or
(ii) the 30th day  following  delivery of a notice of repeal or  amendment as to
any  capacity  to which he is  serving on the date of such  repeal or  amendment
other  than as  director  or  officer  of the  Company,  for which he could be a
Responsible Person, or (iii) the later of the 30th day following the delivery to
him of notice of such repeal or amendment  or the end of the term of office,  if
he is serving as a director or officer of the Company on the date of such repeal
or amendment,  with respect to being a Responsible  Person in such capacity.  No
amendment  of the BCL reducing the extent of  permissible  indemnification  of a
Responsible  Person  shall be  effective  as to such person with  respect to any
event, act or omission occurring prior to the effective date of the amendment.

Item 7. Exemption from Registration Claimed

     Inapplicable.

Item 8. Exhibits

     See Exhibit Index.

Item 9. Undertakings

     (a) Rule 415 Offering

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement:
(i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

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

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

     (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 the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.
     (b) Incorporating Subsequent Exchange Act Documents by Reference

     The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Indemification for Liabilities arising under the Securities Act of 1933

     Insofar as indemnification  for liabilities arises under the Securities Act
of 1933 (the "Act") 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.
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 City of Rochester, State of New York on June 19, 1995.

                                    PSC Inc.

                                    By: /s/ L. Michael Hone
                                    L. Michael Hone, President
                                    and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints L. MICHAEL HONE and JUSTIN L. VIGDOR,  or either
one of them,  as true and  lawful  attorneys-in-fact,  each with full  power and
authority to act as such without the other, and with full power of substitution,
for  him  and in any  and  all  capacities,  to  sign  any  amendments  to  this
Registration Statement,  and to file, the same, with exhibits thereto, and other
documents in connection therewith,  with the Securities and Exchange Commission,
the undersigned hereby ratifying and confirming all that said attorneys-in-fact,
or either of them or his substitute or substitutes, shall 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 and on the dates indicated.

       Signature                Title                             Date

      /s/ L. Michael Hone       Director, Chairman of the         June 19, 1995
      L. Michael Hone           Board, President, and
                                Chief Executive Officer

      /s/ William J. Woodard    Vice President, Finance           June 19, 1995
      William J. Woodard        and Treasurer
Controller (Principal
         /s/ Scott D. Deverell  Accounting Officer)               June 19, 1995
         Scott D. Deverell

         /s/ Milton P. Axelrod  Director                          June 19, 1995
         Milton P. Axelrod

         /s/ Robert S. Ehrlich  Director                          June 19, 1995
         Robert S. Ehrlich

         /s/ James W. Henry     Director                          June 19, 1995
         James W. Henry

         /s/ Donald K. Hess     Director                          June 19, 1995
         Donald K. Hess

         /s/ James O'Shea       Director                          June 19, 1995
         James O'Shea

                                Director                           
         Jack E. Rosenfeld

         /s/ Abby R. Solomon    Director                          June 19, 1995
         Abby R. Solomon

         /s/ Justin L. Vigdor   Director                          June 19, 1995
         Justin L. Vigdor
EXHIBIT INDEX

         Exhibit                                                  Sequentially
         Number          Description                              Numbered Page

         4.1             PSC Inc. 1994 Stock Option Plan              11    

         4.2             Form of Stock Option Agreement -             24
                         Incentive Stock Option

         4.3             Form of Stock Option Agreement -             30
                         Nonstatutory Stock Option

         4.4             Form of Stock Option Agreement -             36
                         Non-Employee Director Stock Option

         5.1             Opinion   and   consent  of  Boylan,         41
                         Brown,   Code,   Fowler,   Vigdor  &
                         Wilson,   LLP,   counsel   for   the
                         Registrant as to the legality of the
                         Common Shares being registered

         24.1            Consent of Arthur Andersen LLP,              42
                         Independent Public Accountants

         24.2            Consent of Boylan, Brown, Code,              41
                         Fowler, Vigdor & Wilson, LLP is
                         contained in their opinion filed as
                         Exhibit 5.1 to this Registration Statement