This document contains 8 pages.
                                     Exhibit Index appears at page 5.

                                     The Registrant requests that the
                                     Registration Statement become effective
                                     immediately upon filing pursuant to
                                     Securities Act Rule 462.

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          AMENDMENT NO. 1 TO FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   CPAC, INC.
               (Exact Name of issuer as specified in its charter)

NEW YORK                                                16-0961040
(State or other jurisdiction                            (IRS Employer ID Number)
of incorporation or organization)

2364 LEICESTER ROAD, LEICESTER, NEW YORK                14481
(Address of Principal Executive Offices)                (Zip Code)

              CPAC, INC. EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
                            (Full Title of the Plan)

                            ROBERT OPPENHEIMER, ESQ.
                CHAMBERLAIN, D'AMANDA, OPPENHEIMER & GREENFIELD
                        1600 Crossroads Office Building
                           Rochester, New York 14614
                    (Name and Address of agent for service)

                                  716/232-3730
         (Telephone Number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE

                                                   PROPOSED
TITLE OF                           PROPOSED        MAXIMUM
SECURITIES                         MAXIMUM         AGGREGATE     AMOUNT OF
TO BE          AMOUNT TO BE        OFFERING PRICE  OFFERING      REGISTRATION
REGISTERED     REGISTERED          PER SHARE       PRICE         FEE

-------------------------------------------------------------------------------
Common Stock   350,000             (1) (2)         (1) (2)     $1,810.20 (1)(3)
Par Value      shares
$0.01 per
   share       600,000             (1) (2)         (1) (2)     $2,045.45 (3)(4)
-------------------------------------------------------------------------------

(1)The Shares registered pursuant to this Amended Registration Statement
   consist of 600,000 additional shares reserved for issuance under the
   CPAC, Inc. Executive Long-Term Stock Investment Plan.  The initial 350,000
   shares reserved for issuance under the Plan were registered under a
   Registration Statement which became effective on October 29, 1994, and a
   filing fee in the amount of $1,810.20 was paid at that time.  The additional
   shares were approved at the annual meeting of shareholders on August 7,
   1996.

(2)The Shares registered pursuant to this Amended Registration Statement will
   not be sold to members of the general public but solely to the employees of
   CPAC, Inc., and its subsidiaries in accordance with the terms of the CPAC,
   Inc. Executive Long-Term Stock Investment Plan pursuant to options and/or
   awards granted by the Executive Long-Term Stock Investment Committee
   appointed by the Board of Directors of CPAC, Inc.

(3)Under the terms of the CPAC, Inc. Executive Long-Term Stock Investment Plan,
   the Executive Long-Term Stock Investment Plan Committee appointed by the
   Board of Directors of the Company establishes the option price and/or other
   prices at which shares can be purchased under the Plan.  In the case of
   options which constitute "incentive stock options" as defined in Section 422
   of the Internal Revenue Code of 1986, the option price shall not be less
   than the fair market value of the shares with respect to which the option is
   granted at the time of the granting of the option.  For this purpose, fair
   market value shall be the mean between the high and the low bid prices of
   the common stock of the Company as quoted on the NASDAQ National Market.  In
   the case of nonqualified options granted under the Plan, the option price
   generally shall not be less than the fair market value of the shares on the
   date of grant, although the Committee, in its sole discretion, may set a
   lower price.  Restricted Performance Shares awarded under the Plan
   constitute additional compensation at the time certain forfeiture
   restrictions with respect to said shares lapse and the amount of
   compensation is equal to the fair market value of said shares on the date of
   the lapse of said forfeiture restrictions.

(4)Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule 457(h)(1)
   and (c), based upon the mean between the high and the low bid prices of
   CPAC, Inc. common stock as of October 1, 1996.  The mean per share, based
   upon a low bid price of $11.00 and high bid price of $11.50 on such date was
   $11.25.  The total offering price for 600,000 shares was $6,750,000.  Based
   upon the statutory formula contained in Section 6(b), the Registration Fee
   is $2,045.45.

(5)Also registered hereunder pursuant to Rule 416(a) are an indeterminate
   number of shares of common stock which may be issued pursuant to the
   anti-dilution provisions of the Plan.


                          INCORPORATION BY REFERENCE

                                      OF

                        EARLIER REGISTRATION STATEMENT


      CPAC, Inc. registered 350,000 shares of its $.01 par value common stock
initially reserved for issuance pursuant to its Executive Long-Term Stock
Investment Plan on Form S-8, Registration Statement, filed with the Securities
and Exchange Commission on October 29, 1994.  At the annual meeting of the
shareholders of the Company duly called and held on August 7, 1996, the
shareholders voted to increase the number of shares of the Company's $.01 par
value common stock reserved for issuance from 350,000 shares to 950,000 shares.

      The Company hereby registers the 600,000 additional shares of its $.01
par value common stock by filing this Amended Registration Statement and hereby
states that the contents of the Registration Statement filed on October 29,
1994, are hereby incorporated herein by reference thereto.


                                   EXHIBITS


    Exhibit
     Number                        Description                          Page
     ------                         ----------                          ----

       4       Instruments defining the rights of security
               holders                                                    N/A

               Incorporated By Reference to Form 10-K, as
               updated by Annual, Quarterly and Current
               Reports and Exhibits filed therewith

       5       Opinion of Counsel

               5.2     Opinion of Counsel re: legality                      6

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.3    Consent of Independent Accountants                   8

               23.4    Consent of Counsel                                   6

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits                                        N/A


                                  SIGNATURES

      Pursuant to the requirements 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 has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Leicester, State of New York on October 3,
1996.


                                         CPAC, INC.



                                    BY: /s/ Thomas N. Hendrickson
                                        -------------------------------------
                                        THOMAS N. HENDRICKSON, President


      Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.



Date:  October 3, 1996                   /s/ Thomas N. Hendrickson
                                         ------------------------------------
                                         THOMAS N. HENDRICKSON
                                         President, Chief Executive Officer,
                                         Treasurer and Director


Date:  October 3, 1996                   /s/ Robert C. Isaacs
                                         ------------------------------------
                                         ROBERT C. ISAACS
                                         Senior Vice President and Director


Date:  October 3, 1996                   /s/ Robert Oppenheimer
                                         ------------------------------------
                                         ROBERT OPPENHEIMER
                                         Secretary and Director


Date:  October 3, 1996                   /s/ Seldon T. James, Jr.
                                         ------------------------------------
                                         SELDON T. JAMES, JR., Director


Date:  October 3, 1996                   /s/ John C. Burton
                                         ------------------------------------
                                         JOHN C. BURTON, Director


Date:  October 3, 1996                   /s/ Thomas J. Weldgen
                                         ------------------------------------
                                         THOMAS J. WELDGEN, Chief Financial
                                         Officer


                                 EXHIBIT INDEX


    Exhibit
     Number                        Description                          Page
     ------                         ----------                          ----

       4       Instruments defining the rights of security
               holders                                                    N/A

               Incorporated By Reference to Form 10-K, as
               updated by Annual, Quarterly and Current
               Reports and Exhibits filed therewith

       5       Opinion of Counsel

               5.2      Opinion of Counsel re: legality                    6

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.3    Consent of Coopers & Lybrand, L.L.P.                 8

               23.4    Consent of Counsel                                   6

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits                                        N/A
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT AMENDMENT NO 1", "secsgml_size_bytes": 11370}]
{"company-data": {"conformed-name": "CPAC INC", "cik": "0000351717", "assigned-sic": "3559", "irs-number": "160961040", "state-of-incorporation": "NY", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13365", "film-number": "96638904"}, "business-address": {"street1": "2364 LEICESTER RD", "city": "LEICESTER", "state": "NY", "zip": "14481", "phone": "7163823223"}}
This document contains 8 pages.
                                     Exhibit Index appears at page 5.

                                     The Registrant requests that the
                                     Registration Statement become effective
                                     immediately upon filing pursuant to
                                     Securities Act Rule 462.

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                          AMENDMENT NO. 1 TO FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   CPAC, INC.
               (Exact Name of issuer as specified in its charter)

NEW YORK                                                16-0961040
(State or other jurisdiction                            (IRS Employer ID Number)
of incorporation or organization)

2364 LEICESTER ROAD, LEICESTER, NEW YORK                14481
(Address of Principal Executive Offices)                (Zip Code)

              CPAC, INC. EXECUTIVE LONG-TERM STOCK INVESTMENT PLAN
                            (Full Title of the Plan)

                            ROBERT OPPENHEIMER, ESQ.
                CHAMBERLAIN, D'AMANDA, OPPENHEIMER & GREENFIELD
                        1600 Crossroads Office Building
                           Rochester, New York 14614
                    (Name and Address of agent for service)

                                  716/232-3730
         (Telephone Number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

                                                   PROPOSED
TITLE OF                           PROPOSED        MAXIMUM
SECURITIES                         MAXIMUM         AGGREGATE     AMOUNT OF
TO BE          AMOUNT TO BE        OFFERING PRICE  OFFERING      REGISTRATION
REGISTERED     REGISTERED          PER SHARE       PRICE         FEE

-------------------------------------------------------------------------------
Common Stock   350,000             (1) (2)         (1) (2)     $1,810.20 (1)(3)
Par Value      shares
$0.01 per
   share       600,000             (1) (2)         (1) (2)     $2,045.45 (3)(4)
-------------------------------------------------------------------------------

(1)The Shares registered pursuant to this Amended Registration Statement
   consist of 600,000 additional shares reserved for issuance under the
   CPAC, Inc. Executive Long-Term Stock Investment Plan.  The initial 350,000
   shares reserved for issuance under the Plan were registered under a
   Registration Statement which became effective on October 29, 1994, and a
   filing fee in the amount of $1,810.20 was paid at that time.  The additional
   shares were approved at the annual meeting of shareholders on August 7,
   1996.

(2)The Shares registered pursuant to this Amended Registration Statement will
   not be sold to members of the general public but solely to the employees of
   CPAC, Inc., and its subsidiaries in accordance with the terms of the CPAC,
   Inc. Executive Long-Term Stock Investment Plan pursuant to options and/or
   awards granted by the Executive Long-Term Stock Investment Committee
   appointed by the Board of Directors of CPAC, Inc.

(3)Under the terms of the CPAC, Inc. Executive Long-Term Stock Investment Plan,
   the Executive Long-Term Stock Investment Plan Committee appointed by the
   Board of Directors of the Company establishes the option price and/or other
   prices at which shares can be purchased under the Plan.  In the case of
   options which constitute "incentive stock options" as defined in Section 422
   of the Internal Revenue Code of 1986, the option price shall not be less
   than the fair market value of the shares with respect to which the option is
   granted at the time of the granting of the option.  For this purpose, fair
   market value shall be the mean between the high and the low bid prices of
   the common stock of the Company as quoted on the NASDAQ National Market.  In
   the case of nonqualified options granted under the Plan, the option price
   generally shall not be less than the fair market value of the shares on the
   date of grant, although the Committee, in its sole discretion, may set a
   lower price.  Restricted Performance Shares awarded under the Plan
   constitute additional compensation at the time certain forfeiture
   restrictions with respect to said shares lapse and the amount of
   compensation is equal to the fair market value of said shares on the date of
   the lapse of said forfeiture restrictions.

(4)Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule 457(h)(1)
   and (c), based upon the mean between the high and the low bid prices of
   CPAC, Inc. common stock as of October 1, 1996.  The mean per share, based
   upon a low bid price of $11.00 and high bid price of $11.50 on such date was
   $11.25.  The total offering price for 600,000 shares was $6,750,000.  Based
   upon the statutory formula contained in Section 6(b), the Registration Fee
   is $2,045.45.

(5)Also registered hereunder pursuant to Rule 416(a) are an indeterminate
   number of shares of common stock which may be issued pursuant to the
   anti-dilution provisions of the Plan.

                          INCORPORATION BY REFERENCE

                                      OF

                        EARLIER REGISTRATION STATEMENT

      CPAC, Inc. registered 350,000 shares of its $.01 par value common stock
initially reserved for issuance pursuant to its Executive Long-Term Stock
Investment Plan on Form S-8, Registration Statement, filed with the Securities
and Exchange Commission on October 29, 1994.  At the annual meeting of the
shareholders of the Company duly called and held on August 7, 1996, the
shareholders voted to increase the number of shares of the Company's $.01 par
value common stock reserved for issuance from 350,000 shares to 950,000 shares.

      The Company hereby registers the 600,000 additional shares of its $.01
par value common stock by filing this Amended Registration Statement and hereby
states that the contents of the Registration Statement filed on October 29,
1994, are hereby incorporated herein by reference thereto.

                                   EXHIBITS

    Exhibit
     Number                        Description                          Page
     ------                         ----------                          ----

       4       Instruments defining the rights of security
               holders                                                    N/A

               Incorporated By Reference to Form 10-K, as
               updated by Annual, Quarterly and Current
               Reports and Exhibits filed therewith

       5       Opinion of Counsel

               5.2     Opinion of Counsel re: legality                      6

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.3    Consent of Independent Accountants                   8

               23.4    Consent of Counsel                                   6

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits                                        N/A

                                  SIGNATURES

      Pursuant to the requirements 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 has duly caused this Amended
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Leicester, State of New York on October 3,
1996.

                                         CPAC, INC.

                                    BY: /s/ Thomas N. Hendrickson
                                        -------------------------------------
                                        THOMAS N. HENDRICKSON, President

      Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Date:  October 3, 1996                   /s/ Thomas N. Hendrickson
                                         ------------------------------------
                                         THOMAS N. HENDRICKSON
                                         President, Chief Executive Officer,
                                         Treasurer and Director

Date:  October 3, 1996                   /s/ Robert C. Isaacs
                                         ------------------------------------
                                         ROBERT C. ISAACS
                                         Senior Vice President and Director

Date:  October 3, 1996                   /s/ Robert Oppenheimer
                                         ------------------------------------
                                         ROBERT OPPENHEIMER
                                         Secretary and Director

Date:  October 3, 1996                   /s/ Seldon T. James, Jr.
                                         ------------------------------------
                                         SELDON T. JAMES, JR., Director

Date:  October 3, 1996                   /s/ John C. Burton
                                         ------------------------------------
                                         JOHN C. BURTON, Director

Date:  October 3, 1996                   /s/ Thomas J. Weldgen
                                         ------------------------------------
                                         THOMAS J. WELDGEN, Chief Financial
                                         Officer

                                 EXHIBIT INDEX

    Exhibit
     Number                        Description                          Page
     ------                         ----------                          ----

       4       Instruments defining the rights of security
               holders                                                    N/A

               Incorporated By Reference to Form 10-K, as
               updated by Annual, Quarterly and Current
               Reports and Exhibits filed therewith

       5       Opinion of Counsel

               5.2      Opinion of Counsel re: legality                    6

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.3    Consent of Coopers & Lybrand, L.L.P.                 8

               23.4    Consent of Counsel                                   6

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits                                        N/A