SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                  _________________________________


                            Form S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                   __________________________


                    ALFA International Corp.
      (Exact Name of Registrant as Specified in Its Charter)
       ____________________________________________________



NEW JERSEY                                             22-2216835
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or organization)                      Identification No.)
______________________________________________________________________

                      50 South Buckhout Street
                         Irvington-On-Hudson
                            New York 10533
           (Address of Principal Executive offices) (Zip Code)
            _________________________________________________

                       Consulting Agreement
                     (Full Title of the Plan)
                     _______________________

                               Copies to:

Frank J. Drohan, President and             Adam S. Gottbetter., Esq.
Chief Executive Officer                    Kaplan Gottbetter & Levenson LLP
Alfa International Corp.                   630 Third Avenue
50 S. Buckhout St., Irvington, N.Y. 10533  New York, N.Y. 10017
(914) 591-1994                             212-983-0532

                 (Name, Address and Telephone Number,
               Including Area Code, of Agent For Service)
               __________________________________________







<PAGE>

                     CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                Proposed           Proposed
Title Of                        Maximum            Maximum
Securities       Amount         Offering           Aggregate       Amount Of 
to be            to be          Price Per          Offering      Registration
Registered     Registered      Per Share(1)        Price(1)          Fee
____________________________________________________________________________
Common Stock,   2,000,000     $0.25 to $1.00      $ 1,250,000      $347.50
par value $.01   shares
per share
_____________________________________________________________________________

(1)     Estimated solely for the purpose of calculating the registration fee 
        pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the
        basis of the average of the high and low bid prices of the Common Stock
        of the Registrant on January 25, 1999 as reported by .the OTC
        Electronic Bulletin Board.

Alfa International Corp (the "Company" or the "Registrant") is registering 
2,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"),
all of which are reserved for issuance under the stock options issued
pursuant to the consulting agreement dated January 20, 1999 between the
Company and William G. Brown and Gary Todd. (the "Agreement").

                                   PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT


Item 3.      Incorporation Of Documents By Reference
             _______________________________________

Incorporated herein by reference are the following documents of the Company 
filed with the  Securities and Exchange Commission ("Commission"):

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended 
    December 31, 1997;

(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March 
    31, 1998, June 30,1998 and September 30, 1998;

(c) The description of the Company's Common Stock set forth in (1) the
    Company's Registration Statement on Form S-1 (File No. 33-18591) filed
    with the Commission and (2) the Company's Report on Form 8-K Dated August
    12, 1996 filed with the Commission.


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

Item 4.      Description of Securities
             _________________________

             Not Applicable.


Item 5.      Interests of Named Experts and Counsel
             ______________________________________

             Not Applicable


Item 6.      Indemnification of Directors and Officers 
             _________________________________________

             Article VIII of the Registrant's By-laws provides that, without 
limitation, the Corporation shall indemnify a corporate agent against his 
expenses and liabilities in connection with any proceeding involving a
corporate agent by reason of his being or having been such a corporate agent
to the full extent permitted by the New Jersey Business Corporation Act.

             Article VIII of the Registrant's By-laws further provides that 
expenses incurred by a corporate agent in connection with a proceeding may be 
paid by the Corporation in advance of the final disposition of the proceeding
as authorized by the Board of  Directors upon receipt of an undertaking by or
on behalf of the corporate agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation.


Item 7.      Exemption from Registration Claimed
             ___________________________________

             Not Applicable.


Item 8.      Exhibits
             ________

             See list of Exhibits in the Exhibit Index.

Item 9.      Undertakings
             ____________

            (a) 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 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

<PAGE>
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) 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) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 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 registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the city of Irvington and the state of New York, on January 29, 
1999.



                                    ALFA INTERNATIONAL CORP.



                                    By:   /s/ Frank J. Drohan
                                          ___________________
                                          Frank J. Drohan
                                          President and Chief Executive Officer





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


           Signatures                 Title                     Date



        /s/ Frank J. Drohan     President, Chief Executive    February 8, 1999 
       ____________________     Officer and Director
          Frank J. Drohan       (Principal Executive and
                                Financial Officer)



    /s/ Charles P Kuczynski     Vice President and            February 8, 1999 
    _______________________     Secretary
    Charles P. Kuczynski








<PAGE>




                     Form S-8  Registration Statement

                         ALFA INTERNATIONAL CORP.

                               EXHIBIT INDEX
                     ________________________________

Exhibit
No.                                Description of Exhibit
___                                ______________________

4.1*                        Articles of  Incorporation, as amended

4.2*                        Bylaws

4.3                         Stock Option Agreements between Registrant and
                            William G. Brown (filed herewith)

4.4                         Stock Option Agreements between Registrant and
                            Gary Todd (filed herewith)

5.                          Opinion of Kaplan Gottbetter & Levenson, LLP
                            (filed herewith)

23.1                        Consent of Wiss & Company
                            (filed herewith)

23.2                        Consent of Kaplan Gottbetter & Levenson, LLP
                            (included in Exhibit 5)

99                           Consulting Agreement between Registrant and
                             William G. Brown and Gary Todd dated January 20,
                             1999 incorporating stock option grants. (filed 
                             herewith)


*  Previously filed as an exhibit to the Registrant's Registration Statement on 
   Form S-1 (File No. 33-18591) filed with the Securities and Exchange 
   Commission and incorporated herein by reference.
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{"company-data": {"conformed-name": "ALFA INTERNATIONAL CORP", "cik": "0000820600", "assigned-sic": "9995", "irs-number": "222216835", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72613", "film-number": "99545632"}, "business-address": {"street1": "50 SO BUCKHOUT ST", "city": "IRVINGTON", "state": "NY", "zip": "10533", "phone": "9165911994"}, "mail-address": {"street1": "50 SOUTH BUCKHOUT STREET", "city": "IRVINGSTON", "state": "NY", "zip": "10533"}}
SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                  _________________________________

                            Form S-8
                     REGISTRATION STATEMENT
                             UNDER
                   THE SECURITIES ACT OF 1933
                   __________________________

                    ALFA International Corp.
      (Exact Name of Registrant as Specified in Its Charter)
       ____________________________________________________

NEW JERSEY                                             22-2216835
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or organization)                      Identification No.)
______________________________________________________________________

                      50 South Buckhout Street
                         Irvington-On-Hudson
                            New York 10533
           (Address of Principal Executive offices) (Zip Code)
            _________________________________________________

                       Consulting Agreement
                     (Full Title of the Plan)
                     _______________________

                               Copies to:

Frank J. Drohan, President and             Adam S. Gottbetter., Esq.
Chief Executive Officer                    Kaplan Gottbetter & Levenson LLP
Alfa International Corp.                   630 Third Avenue
50 S. Buckhout St., Irvington, N.Y. 10533  New York, N.Y. 10017
(914) 591-1994                             212-983-0532

                 (Name, Address and Telephone Number,
               Including Area Code, of Agent For Service)
               __________________________________________
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

                                Proposed           Proposed
Title Of                        Maximum            Maximum
Securities       Amount         Offering           Aggregate       Amount Of 
to be            to be          Price Per          Offering      Registration
Registered     Registered      Per Share(1)        Price(1)          Fee
____________________________________________________________________________
Common Stock,   2,000,000     $0.25 to $1.00      $ 1,250,000      $347.50
par value $.01   shares
per share
_____________________________________________________________________________

(1)     Estimated solely for the purpose of calculating the registration fee 
        pursuant to Rule 457(h)(1) under the Securities Act of 1933 on the
        basis of the average of the high and low bid prices of the Common Stock
        of the Registrant on January 25, 1999 as reported by .the OTC
        Electronic Bulletin Board.

Alfa International Corp (the "Company" or the "Registrant") is registering 
2,000,000 shares of Common Stock, $.01 par value per share ("Common Stock"),
all of which are reserved for issuance under the stock options issued
pursuant to the consulting agreement dated January 20, 1999 between the
Company and William G. Brown and Gary Todd. (the "Agreement").

                                   PART II

                           INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.      Incorporation Of Documents By Reference
             _______________________________________

Incorporated herein by reference are the following documents of the Company 
filed with the  Securities and Exchange Commission ("Commission"):

(a) The Company's Annual Report on Form 10-KSB for the fiscal year ended 
    December 31, 1997;

(b) The Company's Quarterly Reports on Form 10-QSB for the quarters ended March 
    31, 1998, June 30,1998 and September 30, 1998;

(c) The description of the Company's Common Stock set forth in (1) the
    Company's Registration Statement on Form S-1 (File No. 33-18591) filed
    with the Commission and (2) the Company's Report on Form 8-K Dated August
    12, 1996 filed with the Commission.

All documents subsequently filed by the Company pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that the securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents.
Item 4.      Description of Securities
             _________________________

             Not Applicable.

Item 5.      Interests of Named Experts and Counsel
             ______________________________________

             Not Applicable

Item 6.      Indemnification of Directors and Officers 
             _________________________________________

             Article VIII of the Registrant's By-laws provides that, without 
limitation, the Corporation shall indemnify a corporate agent against his 
expenses and liabilities in connection with any proceeding involving a
corporate agent by reason of his being or having been such a corporate agent
to the full extent permitted by the New Jersey Business Corporation Act.

             Article VIII of the Registrant's By-laws further provides that 
expenses incurred by a corporate agent in connection with a proceeding may be 
paid by the Corporation in advance of the final disposition of the proceeding
as authorized by the Board of  Directors upon receipt of an undertaking by or
on behalf of the corporate agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation.

Item 7.      Exemption from Registration Claimed
             ___________________________________

             Not Applicable.

Item 8.      Exhibits
             ________

             See list of Exhibits in the Exhibit Index.

Item 9.      Undertakings
             ____________

            (a) 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 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) 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) Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 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 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 registration 
statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the city of Irvington and the state of New York, on January 29, 
1999.

                                    ALFA INTERNATIONAL CORP.

                                    By:   /s/ Frank J. Drohan
                                          ___________________
                                          Frank J. Drohan
                                          President and Chief Executive Officer

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

           Signatures                 Title                     Date

        /s/ Frank J. Drohan     President, Chief Executive    February 8, 1999 
       ____________________     Officer and Director
          Frank J. Drohan       (Principal Executive and
                                Financial Officer)

    /s/ Charles P Kuczynski     Vice President and            February 8, 1999 
    _______________________     Secretary
    Charles P. Kuczynski
Form S-8  Registration Statement

                         ALFA INTERNATIONAL CORP.

                               EXHIBIT INDEX
                     ________________________________

Exhibit
No.                                Description of Exhibit
___                                ______________________

4.1*                        Articles of  Incorporation, as amended

4.2*                        Bylaws

4.3                         Stock Option Agreements between Registrant and
                            William G. Brown (filed herewith)

4.4                         Stock Option Agreements between Registrant and
                            Gary Todd (filed herewith)

5.                          Opinion of Kaplan Gottbetter & Levenson, LLP
                            (filed herewith)

23.1                        Consent of Wiss & Company
                            (filed herewith)

23.2                        Consent of Kaplan Gottbetter & Levenson, LLP
                            (included in Exhibit 5)

99                           Consulting Agreement between Registrant and
                             William G. Brown and Gary Todd dated January 20,
                             1999 incorporating stock option grants. (filed 
                             herewith)

*  Previously filed as an exhibit to the Registrant's Registration Statement on 
   Form S-1 (File No. 33-18591) filed with the Securities and Exchange 
   Commission and incorporated herein by reference.