As filed with the Securities and Exchange Commission on December 29, 1998
                          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.
                        1995 Employee Stock Purchase 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>

                         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,  350,000 shares     $9.41          $3,293,500    $998.03
$.01 par value

         (1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with the  provisions of the 1995 Employee Stock Purchase Plan in the
event  that,  during the  period the 1995  Employee  Stock  Purchase  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
1995 Employee Stock Purchase 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 December 24, 1998.

                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to Instruction E to Form S-8, this  Registration  Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No.  33-60343,  filed by the Registrant on June 19, 1995 relating
to the Registrant's 1995 Employee Stock Purchase Plan.

         Upon this Registration Statement's effectiveness, there will be 600,000
shares registered under the 1995 PSC Inc. Employee Stock Purchase Plan,  250,000
shares from  Registration  Statement No.  33-60343 and 350,000  shares from this
Registration Statement on Form S-8.
<PAGE>
                                     PART II


         Item 5.           Interests of Named Experts and Counsel.

         Legal matters in connection  with options under the 1995 Employee Stock
Purchase 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. Neither he nor Mr. Weingarten is eligible to participate in the 1995
Employee Stock Purchase Plan.

         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 December 28, 1998.

                                    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 December 28, 1998.

           Signature                             Title


                                        Director, President and
  Robert C. Strandberg                  Chief Executive Officer


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

<PAGE>

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


                                        Director, Chairman of the Board
  Robert S. Ehrlich


                                        Director
  Jay M. Eastman


                                        Director
  James W. Henry


                                        Director
  Donald K. Hess


                                        Director
  Thomas J. Morgan


                                        Director
  James C. O'Shea


                                        Director
  Jack E. Rosenfeld


                                        Director
  Justin L. Vigdor


                                        Director
  Romano Volta


<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number      Description                                   Location

4.1         PSC Inc. 1995 Employee              Incorporated by
            Stock Purchase Plan, as amended     reference to
                                                Exhibit 10.4 of the 
                                                Registrant's Quarterly
                                                Report on Form 10-Q
                                                for the quarter ended
                                                July 3, 1998

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": "EMPLOYEE STOCK PURCHASE PLAN REGISTRATION", "secsgml_size_bytes": 9569}]
{"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": "333-69791", "film-number": "98776723"}, "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 December 29, 1998
                          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.
                        1995 Employee Stock Purchase 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,  350,000 shares     $9.41          $3,293,500    $998.03
$.01 par value

         (1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with the  provisions of the 1995 Employee Stock Purchase Plan in the
event  that,  during the  period the 1995  Employee  Stock  Purchase  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
1995 Employee Stock Purchase 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 December 24, 1998.

                     STATEMENT OF INCORPORATION BY REFERENCE

         Pursuant to Instruction E to Form S-8, this  Registration  Statement on
Form S-8 incorporates by reference the contents of the Registration Statement on
Form S-8, File No.  33-60343,  filed by the Registrant on June 19, 1995 relating
to the Registrant's 1995 Employee Stock Purchase Plan.

         Upon this Registration Statement's effectiveness, there will be 600,000
shares registered under the 1995 PSC Inc. Employee Stock Purchase Plan,  250,000
shares from  Registration  Statement No.  33-60343 and 350,000  shares from this
Registration Statement on Form S-8.
PART II

         Item 5.           Interests of Named Experts and Counsel.

         Legal matters in connection  with options under the 1995 Employee Stock
Purchase 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. Neither he nor Mr. Weingarten is eligible to participate in the 1995
Employee Stock Purchase Plan.

         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 December 28, 1998.

                                    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 December 28, 1998.

           Signature                             Title

                                        Director, President and
  Robert C. Strandberg                  Chief Executive Officer

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

                                        Director, Chairman of the Board
  Robert S. Ehrlich

                                        Director
  Jay M. Eastman

                                        Director
  James W. Henry

                                        Director
  Donald K. Hess

                                        Director
  Thomas J. Morgan

                                        Director
  James C. O'Shea

                                        Director
  Jack E. Rosenfeld

                                        Director
  Justin L. Vigdor

                                        Director
  Romano Volta
EXHIBIT INDEX

Exhibit
Number      Description                                   Location

4.1         PSC Inc. 1995 Employee              Incorporated by
            Stock Purchase Plan, as amended     reference to
                                                Exhibit 10.4 of the 
                                                Registrant's Quarterly
                                                Report on Form 10-Q
                                                for the quarter ended
                                                July 3, 1998

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.