This document contains 7 pages
                               Exhibit Index appears at page 4.

                               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

                                        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. 1996 NONEMPLOYEE DIRECTORS STOCK OPTION 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        48,000        (1) (2) (3)        (1) (2) (3)   $152.72 (1)
Par Value
$0.01 per
share               12,000        (1) (2) (3)        (1) (2) (3)   $ 32.64 (4)
-------------------------------------------------------------------------------

(1)  The Shares registered pursuant to this Registration Statement consist of
     12,000 additional shares reserved for issuance under the CPAC, Inc. 1996
     Nonemployee Directors Stock Option Plan. 48,000 shares reserved for
     issuance under the Plan were registered under previous Registration
     Statements which became effective on October 3, 1996 and October 14, 1997.

(2)  The Shares registered pursuant to this Registration Statement will not be
     sold to members of the general public but solely to nonemployee directors
     of CPAC, Inc. in accordance with the terms of the CPAC, Inc. 1996
     Nonemployee Directors Stock Option Plan pursuant to options granted
     automatically under the Plan.

(3)  Under the terms of the CPAC, Inc. 1996 Nonemployee Directors Stock Option
     Plan, on an ongoing basis, an option to purchase 3,000 shares is granted to
     each nonemployee director elected or reelected at the annual meeting of
     shareholders with the exercise price equal to the fair market value of the
     Company's common stock on the Friday succeeding such meeting (August 7,
     1998 in the current year).  Fair market value is the closing price for the
     Company's common stock on such dates as quoted on the National
     Over-The-Counter Market in the NASDAQ National Market System.

(4)  Statutory Fee:  Section 6(b) of the Securities Act of 1933 and Rule
     457(h)(1), based upon exercise price of the options granted as of August 7,
     1998.  The total offering price for 12,000 shares based upon such exercise
     price was $110,640.  Based upon the statutory formula contained in Section
     6(b), the Registration Fee is $32.64.

(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 STATEMENTS


     CPAC, Inc. registered 39,000 shares of its $.01 par value common stock
reserved for issuance pursuant to its 1996 Nonemployee Directors Stock Option
Plan on Form S-8, Registration Statement, filed with the Securities and Exchange
Commission on October 3, 1996 and an additional 9,000 shares on Form S-8,
Registration Statement filed with the Commission on October 14, 1997.  The
Company hereby registers an additional 12,000 shares of its $.01 par value
common stock underlying options granted automatically under the Plan by filing
this Registration Statement and hereby states that the contents of the
Registration Statements filed on October 3, 1996 and on October 14, 1997, are
hereby incorporated herein by reference thereto.



                                      -1-


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


       4          Instruments defining the rights                         N/A
                  of security holders
                  Incorporated By Reference to
                  Form 10-K, as updated by Quarterly
                  and Current Reports and Exhibits
                  filed therewith
       5          Opinion of Counsel
                  5.2  Opinion of Counsel re: legality                      5
      15          Letter re: Unaudited interim                            N/A
                  financial information
      23          Consents of Experts and Counsel
                  23.3  Consent of Certifying Accountant                    7
                  23.4  Consent of Counsel                                  5
      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



                                      -2-

                                     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 November 24,
1998.

                                     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:   November 24, 1998             /s/ Thomas N. Hendrickson
                                      ----------------------------------------
                                      THOMAS N. HENDRICKSON
                                      President, Chief Executive Officer,
                                      Treasurer and Director


Date:   November 24, 1998            /s/ Thomas J. Weldgen                     
                                     -----------------------------------------
                                      THOMAS J. WELDGEN
                                      Vice President-Finance and Director


Date:   November 24, 1998            /s/ Robert Oppenheimer
                                     -----------------------------------------
                                     ROBERT OPPENHEIMER
                                     Secretary and Director


Date:   November 24, 1998            /s/ Seldon T. James, Jr.
                                     -----------------------------------------
                                     SELDON T. JAMES, JR., Director


Date:   November 24, 1998            /s/ Robert C. Isaacs
                                     -----------------------------------------
                                     ROBERT C. ISAACS, Director




                                      -3-

                                 EXHIBIT INDEX


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


       4          Instruments defining the rights                         N/A
                  of security holders
                  Incorporated By Reference to
                  Form 10-K, as updated by
                  Quarterly and Current Reports                  
                  and Exhibits filed therewith
       5          Opinion of Counsel
                  5.2  Opinion of Counsel re: legality                      5
      15          Letter re: Unaudited interim                            N/A
                  financial information
      23          Consents of Experts and Counsel
                  23.3  Consent of Certifying Accountant                    7
                  23.4  Consent of Counsel                                  5
      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




                                      -4-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 9973}]
{"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": "333-67819", "film-number": "98758329"}, "business-address": {"street1": "2364 LEICESTER RD", "city": "LEICESTER", "state": "NY", "zip": "14481", "phone": "7163823223"}}
This document contains 7 pages
                               Exhibit Index appears at page 4.

                               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

                                        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. 1996 NONEMPLOYEE DIRECTORS STOCK OPTION 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        48,000        (1) (2) (3)        (1) (2) (3)   $152.72 (1)
Par Value
$0.01 per
share               12,000        (1) (2) (3)        (1) (2) (3)   $ 32.64 (4)
-------------------------------------------------------------------------------

(1)  The Shares registered pursuant to this Registration Statement consist of
     12,000 additional shares reserved for issuance under the CPAC, Inc. 1996
     Nonemployee Directors Stock Option Plan. 48,000 shares reserved for
     issuance under the Plan were registered under previous Registration
     Statements which became effective on October 3, 1996 and October 14, 1997.

(2)  The Shares registered pursuant to this Registration Statement will not be
     sold to members of the general public but solely to nonemployee directors
     of CPAC, Inc. in accordance with the terms of the CPAC, Inc. 1996
     Nonemployee Directors Stock Option Plan pursuant to options granted
     automatically under the Plan.

(3)  Under the terms of the CPAC, Inc. 1996 Nonemployee Directors Stock Option
     Plan, on an ongoing basis, an option to purchase 3,000 shares is granted to
     each nonemployee director elected or reelected at the annual meeting of
     shareholders with the exercise price equal to the fair market value of the
     Company's common stock on the Friday succeeding such meeting (August 7,
     1998 in the current year).  Fair market value is the closing price for the
     Company's common stock on such dates as quoted on the National
     Over-The-Counter Market in the NASDAQ National Market System.

(4)  Statutory Fee:  Section 6(b) of the Securities Act of 1933 and Rule
     457(h)(1), based upon exercise price of the options granted as of August 7,
     1998.  The total offering price for 12,000 shares based upon such exercise
     price was $110,640.  Based upon the statutory formula contained in Section
     6(b), the Registration Fee is $32.64.

(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 STATEMENTS

     CPAC, Inc. registered 39,000 shares of its $.01 par value common stock
reserved for issuance pursuant to its 1996 Nonemployee Directors Stock Option
Plan on Form S-8, Registration Statement, filed with the Securities and Exchange
Commission on October 3, 1996 and an additional 9,000 shares on Form S-8,
Registration Statement filed with the Commission on October 14, 1997.  The
Company hereby registers an additional 12,000 shares of its $.01 par value
common stock underlying options granted automatically under the Plan by filing
this Registration Statement and hereby states that the contents of the
Registration Statements filed on October 3, 1996 and on October 14, 1997, are
hereby incorporated herein by reference thereto.

                                      -1-

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

       4          Instruments defining the rights                         N/A
                  of security holders
                  Incorporated By Reference to
                  Form 10-K, as updated by Quarterly
                  and Current Reports and Exhibits
                  filed therewith
       5          Opinion of Counsel
                  5.2  Opinion of Counsel re: legality                      5
      15          Letter re: Unaudited interim                            N/A
                  financial information
      23          Consents of Experts and Counsel
                  23.3  Consent of Certifying Accountant                    7
                  23.4  Consent of Counsel                                  5
      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

                                      -2-

                                     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 November 24,
1998.

                                     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:   November 24, 1998             /s/ Thomas N. Hendrickson
                                      ----------------------------------------
                                      THOMAS N. HENDRICKSON
                                      President, Chief Executive Officer,
                                      Treasurer and Director

Date:   November 24, 1998            /s/ Thomas J. Weldgen                     
                                     -----------------------------------------
                                      THOMAS J. WELDGEN
                                      Vice President-Finance and Director

Date:   November 24, 1998            /s/ Robert Oppenheimer
                                     -----------------------------------------
                                     ROBERT OPPENHEIMER
                                     Secretary and Director

Date:   November 24, 1998            /s/ Seldon T. James, Jr.
                                     -----------------------------------------
                                     SELDON T. JAMES, JR., Director

Date:   November 24, 1998            /s/ Robert C. Isaacs
                                     -----------------------------------------
                                     ROBERT C. ISAACS, Director

                                      -3-

                                 EXHIBIT INDEX

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

       4          Instruments defining the rights                         N/A
                  of security holders
                  Incorporated By Reference to
                  Form 10-K, as updated by
                  Quarterly and Current Reports                  
                  and Exhibits filed therewith
       5          Opinion of Counsel
                  5.2  Opinion of Counsel re: legality                      5
      15          Letter re: Unaudited interim                            N/A
                  financial information
      23          Consents of Experts and Counsel
                  23.3  Consent of Certifying Accountant                    7
                  23.4  Consent of Counsel                                  5
      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

                                      -4-