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.
                  Compensation Plan for Non-Employee Directors
                              (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 11 Pages
                            Exhibit Index at Page 10


<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,    50,000 shares     $9.41           $470,500        $142.58
$.01 par value

         (1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with  the  provisions  of the  Compensation  Plan  for  Non-Employee
Directors  (the  "Plan")  in the event  that,  during  the period the 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
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.

<PAGE>


                                     PART II


         Item 3.           Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  by PSC Inc.  (the  "Registrant")  are
incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

                  (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended April 3, 1998, July 3, 1998, and October 2, 1998.

                  (c) The Registrant's  Current Report on Form 8-K dated January
15, 1998.

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

         All documents subsequently filed by the Registrant 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  (such  documents,  and the
documents  enumerated  above,  being  hereafter  referred  to  as  "Incorporated
Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated  Document  modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.           Description of Securities.

         Inapplicable.   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 the Common Shares  issuable under the
Plan 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 and is also eligible to participate in
the Plan.
<PAGE>

         Item 6.           Indemnification of Directors and Officers

         The  Registrant's  Certificate  of  Incorporation  (the  "Certificate")
provides that no director of the Registrant shall be liable to the Registrant 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  Registrant and
its  shareholders  (through  shareholders'  derivative  suits on  behalf  of the
Registrant)  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  Registrant 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  Registrant  has adopted  provisions  in its
By-Laws which require the  Registrant to indemnify its directors and officers to
the fullest  extent  permitted  by New York law, as from time to time in effect.
The  Registrant  has also entered  into  indemnity  agreements  with each of its
executive  officers  and  directors  providing  for  such  indemnification.   In
addition,  the  Registrant  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
Registrant's    By-Laws   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 Registrant 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
Registrant,  (ii) if a  director  or officer  of the  Registrant,  is serving or
served, in any capacity, at the request of the Registrant, any other corporation
or entity,  or (iii) if not a director or officer of the Registrant,  is serving
or served,  at the  request of the  Registrant,  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  Registrant  if the person  provides the  Registrant  with an
undertaking to repay the Registrant 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
Registrant 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  Registrant,  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  Registrant  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


<PAGE>

                           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 (the "Securities Act");

                                    (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;   provided,  however,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do not  apply  if  the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
liability under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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)      Indemnification  for  Liabilities  arising  under the
Securities Act of 1933

                           Insofar as  indemnification  by  the  Registrant  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the Registrant  pursuant to the provisions
described in Item 6, or otherwise,  the  Registrant has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities 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
Securities 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 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. Compensation Plan          Incorporated by
           for Non-Employee Directors          reference to
                                               Exhibit 10.3 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": "COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS", "secsgml_size_bytes": 21412}]
{"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": "333-69789", "film-number": "98776720"}, "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.
                  Compensation Plan for Non-Employee Directors
                              (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 11 Pages
                            Exhibit Index at Page 10
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,    50,000 shares     $9.41           $470,500        $142.58
$.01 par value

         (1) The number of Common  Shares to be  registered  may be  adjusted in
accordance  with  the  provisions  of the  Compensation  Plan  for  Non-Employee
Directors  (the  "Plan")  in the event  that,  during  the period the 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
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.
PART II

         Item 3.           Incorporation of Documents by Reference.

         The  following  documents  heretofore  filed  with the  Securities  and
Exchange  Commission  (the  "Commission")  by PSC Inc.  (the  "Registrant")  are
incorporated by reference in this Registration Statement:

                  (a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.

                  (b) The  Registrant's  Quarterly  Reports on Form 10-Q for the
quarters ended April 3, 1998, July 3, 1998, and October 2, 1998.

                  (c) The Registrant's  Current Report on Form 8-K dated January
15, 1998.

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

         All documents subsequently filed by the Registrant 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  (such  documents,  and the
documents  enumerated  above,  being  hereafter  referred  to  as  "Incorporated
Documents").

         Any statement contained in an Incorporated  Document shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
Incorporated  Document  modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

         Item 4.           Description of Securities.

         Inapplicable.   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 the Common Shares  issuable under the
Plan 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 and is also eligible to participate in
the Plan.
Item 6.           Indemnification of Directors and Officers

         The  Registrant's  Certificate  of  Incorporation  (the  "Certificate")
provides that no director of the Registrant shall be liable to the Registrant 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  Registrant and
its  shareholders  (through  shareholders'  derivative  suits on  behalf  of the
Registrant)  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  Registrant 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  Registrant  has adopted  provisions  in its
By-Laws which require the  Registrant to indemnify its directors and officers to
the fullest  extent  permitted  by New York law, as from time to time in effect.
The  Registrant  has also entered  into  indemnity  agreements  with each of its
executive  officers  and  directors  providing  for  such  indemnification.   In
addition,  the  Registrant  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
Registrant's    By-Laws   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 Registrant 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
Registrant,  (ii) if a  director  or officer  of the  Registrant,  is serving or
served, in any capacity, at the request of the Registrant, any other corporation
or entity,  or (iii) if not a director or officer of the Registrant,  is serving
or served,  at the  request of the  Registrant,  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  Registrant  if the person  provides the  Registrant  with an
undertaking to repay the Registrant 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
Registrant 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  Registrant,  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  Registrant  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 (the "Securities Act");

                                    (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;   provided,  however,  that  paragraphs  (a)(1)(i)  and
(a)(1)(ii)  do not  apply  if  the  information  required  to be  included  in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the Registrant  pursuant to Section
13 or Section  15(d) of the Exchange Act that are  incorporated  by reference in
the Registration Statement.

                           (2)  That,  for  the  purpose  of   determining   any
liability under the Securities Act, 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in this 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)      Indemnification  for  Liabilities  arising  under the
Securities Act of 1933

                           Insofar as  indemnification  by  the  Registrant  for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers and  controlling  persons of the Registrant  pursuant to the provisions
described in Item 6, or otherwise,  the  Registrant has been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities 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
Securities 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 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. Compensation Plan          Incorporated by
           for Non-Employee Directors          reference to
                                               Exhibit 10.3 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.