This document contains 28 pages
                                     Exhibit Index appears at page 8.
                                     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

                                    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. 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      39,000           (1) (2)           (1) (2)        $120.00 (3)
Par Value         shares
$0.01 per share
--------------------------------------------------------------------------------

1)   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 the exercise of 
     options granted automatically under the Plan.

2)   Under the terms of the CPAC, Inc. 1996 Nonemployee Directors Stock
     Option Plan, a one-time option to purchase 10,000 shares was granted to
     nonemployee directors at an exercise price equal to the fair market
     value of the Company's common stock on the date of the 1996 annual
     meeting of shareholders (August 7, 1996).  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 9, 1996 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.

(3)  Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule
     457(h)(1), based upon exercise prices of the options granted as of
     August 7 and 9, 1996. The total offering price for 39,000 shares based
     upon such exercise prices was $396,000.  Based upon the statutory
     formula contained in Section 6(b), the Registration Fee is $120.00.

 (4) 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.



               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



                               TABLE OF CONTENTS




ITEMS                                                                    PAGE


Item 3.                 Incorporation of Documents by Reference             3

Item 4.                 Description of Securities                         N/A

Item 5.                 Interests of Named Experts and Counsel              3

Item 6.                 Indemnification of Directors and Officers           4

Item 7.                 Exemption from Registration Claimed               N/A

Item 8.                 Undertakings                                        4

Item 9.                 Exhibits                                            6


Signatures                                                                  7


                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
      The Registrant hereby states that the following documents, listed in
subparagraphs (a) through (c) below are incorporated by reference in this
Registration Statement:

      (a) The Registrant's latest Annual Report (Form 10-K/A) filed pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

      (b) All other Reports, including Quarterly and Current Reports (Forms 10-Q
        and 8-K, respectively), filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934 since the end of the fiscal year
        covered by the Registrant's latest Annual Report; and

      (c) A description of the class of securities to be offered as registered
        under Section 12 of the Securities Exchange Act of 1934 and as
        contained in the Form 10 Registration Statement filed under such Act,
        including any amendment or report filed for the purpose of updating
        such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of l934, prior to the
filing of a post-effective amendment which indicates that all 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 hereof from the date of the filing of such documents.


                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      1.   Mr. Robert Oppenheimer is a Director and Secretary of the Registrant
and is a member of the law firm of Chamberlain, D'Amanda, Oppenheimer &
Greenfield which firm serves as general counsel to the Company and which firm
has rendered an opinion upon the validity of the securities being registered.
Mr. Oppenheimer owns directly 65,625 shares of the Registrant's $.01 par value
common stock.  For the fiscal year of the Registrant ended March 31, 1996,
Mr. Oppenheimer's firm was paid $216,580 by the Registrant in legal fees for
legal services rendered to the Registrant.

           Since Mr. Oppenheimer is a nonemployee director of the Company, he is
eligible to participate in the Plan.

      2.   The financial statement and schedules contained in the Company's
Annual Report on Form 10-K/A incorporated by reference herein have been examined
by Coopers & Lybrand, independent certified public accountants, as indicated in
their reports with respect thereto and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing, in giving said
reports.

      3.   No expert named in the Registration Statement as having prepared or
certified any part thereof or is named as having prepared or certified a report
for use in connection with the Registration Statement or incorporated by
reference therein has received, or is to receive in connection with the offering
to which the Registration Statement pertains, a substantial interest, direct or
indirect, in the Registrant or any of its subsidiaries.


                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The By-Laws of the Registrant, in Article X thereof, provide for the
indemnification of the Registrant's Officers and Directors in certain
circumstances as follows:

      Subject only to the exception that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer that establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
the company shall indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the company, or is
or was serving at the request of the company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the fullest extent under the circumstances
permitted by the Sections 721-726 of said Business Corporation Law.  Such
indemnification (unless ordered by a court) shall be made as authorized in a
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because there is no
judgment or other final adjudication adverse to the director or officer that
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.  Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, (a) by independent legal counsel in a written opinion that
indemnification is proper, or (b) by the stockholders.  The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
                                  UNDERTAKINGS


      (a)  Rule 415 Offering

           The undersigned Registrant hereby undertakes 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,
provided however, that pursuant to Section 229.512(a) of Regulation S-K, such
post-effective amendment may be made by setting forth the information required
by such Section in periodic reports filed by the Registrant pursuant to Section
13 or Section 15 (d) of the Securities Exchange Act incorporated by reference as
set forth in subsection (b) and (c) of this Item.

           The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a 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.

           The undersigned Registrant hereby undertakes 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference

           The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each Annual Report
filed pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange
Act of 1934 is hereby incorporated by reference herein and each such Annual
Report shall be deemed to be a new Registration Statement, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

      (c)  Incorporated Annual and Quarterly Reports

           The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, proxy statements and all other shareholder reports and communications,
including the latest annual report to security holders pursuant to and meeting
the requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is hereby specifically incorporated by
reference in the Prospectus to provide such interim financial information.

      (d)  Filing of Registration Statement on Form S-8.

           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 any indemnification provisions as found in
the Registrant's Bylaws, 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 payment by the Registrant of expenses incurred or paid 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, 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 of 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.


                                   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

               5.1   Opinion of Counsel re: legality                        9

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.1  Consent of Independent Accountants                    11

               23.2  Consent of Counsel                                     9

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A
      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits

               99.1  CPAC, Inc. 1996 Nonemployee Directors
                     Stock Option Plan                                     12

               99.2  Form of Stock Option Agreement for
                     10,000 Shares                                         17

               99.3  Form of Stock Option Agreement for 3,000
                     Shares                                                23

                                   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 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
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

               5.1   Opinion of Counsel re: legality                        9

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.1  Consent of Coopers & Lybrand, L.L.P.                  11

               23.2  Consent of Counsel                                     9

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits

               99.1  CPAC, Inc. 1996 Nonemployee Directors
                     Stock Option Plan                                     12

               99.2  Form of Stock Option Agreement for
                     10,000 Shares                                         17

               99.3  Form of Stock Option Agreement for 3,000
                     Shares                                                23
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{"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": "333-13361", "film-number": "96638898"}, "business-address": {"street1": "2364 LEICESTER RD", "city": "LEICESTER", "state": "NY", "zip": "14481", "phone": "7163823223"}}
This document contains 28 pages
                                     Exhibit Index appears at page 8.
                                     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

                                    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. 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      39,000           (1) (2)           (1) (2)        $120.00 (3)
Par Value         shares
$0.01 per share
--------------------------------------------------------------------------------

1)   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 the exercise of 
     options granted automatically under the Plan.

2)   Under the terms of the CPAC, Inc. 1996 Nonemployee Directors Stock
     Option Plan, a one-time option to purchase 10,000 shares was granted to
     nonemployee directors at an exercise price equal to the fair market
     value of the Company's common stock on the date of the 1996 annual
     meeting of shareholders (August 7, 1996).  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 9, 1996 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.

(3)  Statutory Fee: Section 6(b) of the Securities Act of 1933 and Rule
     457(h)(1), based upon exercise prices of the options granted as of
     August 7 and 9, 1996. The total offering price for 39,000 shares based
     upon such exercise prices was $396,000.  Based upon the statutory
     formula contained in Section 6(b), the Registration Fee is $120.00.

 (4) 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.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                               TABLE OF CONTENTS

ITEMS                                                                    PAGE

Item 3.                 Incorporation of Documents by Reference             3

Item 4.                 Description of Securities                         N/A

Item 5.                 Interests of Named Experts and Counsel              3

Item 6.                 Indemnification of Directors and Officers           4

Item 7.                 Exemption from Registration Claimed               N/A

Item 8.                 Undertakings                                        4

Item 9.                 Exhibits                                            6

Signatures                                                                  7

                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
      The Registrant hereby states that the following documents, listed in
subparagraphs (a) through (c) below are incorporated by reference in this
Registration Statement:

      (a) The Registrant's latest Annual Report (Form 10-K/A) filed pursuant to
        Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

      (b) All other Reports, including Quarterly and Current Reports (Forms 10-Q
        and 8-K, respectively), filed pursuant to Section 13(a) or 15(d) of the
        Securities Exchange Act of 1934 since the end of the fiscal year
        covered by the Registrant's latest Annual Report; and

      (c) A description of the class of securities to be offered as registered
        under Section 12 of the Securities Exchange Act of 1934 and as
        contained in the Form 10 Registration Statement filed under such Act,
        including any amendment or report filed for the purpose of updating
        such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of l934, prior to the
filing of a post-effective amendment which indicates that all 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 hereof from the date of the filing of such documents.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

      1.   Mr. Robert Oppenheimer is a Director and Secretary of the Registrant
and is a member of the law firm of Chamberlain, D'Amanda, Oppenheimer &
Greenfield which firm serves as general counsel to the Company and which firm
has rendered an opinion upon the validity of the securities being registered.
Mr. Oppenheimer owns directly 65,625 shares of the Registrant's $.01 par value
common stock.  For the fiscal year of the Registrant ended March 31, 1996,
Mr. Oppenheimer's firm was paid $216,580 by the Registrant in legal fees for
legal services rendered to the Registrant.

           Since Mr. Oppenheimer is a nonemployee director of the Company, he is
eligible to participate in the Plan.

      2.   The financial statement and schedules contained in the Company's
Annual Report on Form 10-K/A incorporated by reference herein have been examined
by Coopers & Lybrand, independent certified public accountants, as indicated in
their reports with respect thereto and are included herein in reliance upon the
authority of said firm as experts in accounting and auditing, in giving said
reports.

      3.   No expert named in the Registration Statement as having prepared or
certified any part thereof or is named as having prepared or certified a report
for use in connection with the Registration Statement or incorporated by
reference therein has received, or is to receive in connection with the offering
to which the Registration Statement pertains, a substantial interest, direct or
indirect, in the Registrant or any of its subsidiaries.

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The By-Laws of the Registrant, in Article X thereof, provide for the
indemnification of the Registrant's Officers and Directors in certain
circumstances as follows:

      Subject only to the exception that no indemnification may be made to or on
behalf of any director or officer if a judgment or other final adjudication
adverse to the director or officer that establishes that his acts were committed
in bad faith or were the result of active and deliberate dishonesty and were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
the company shall indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative by reason of the fact
that he is or was a director, officer, employee or agent of the company, or is
or was serving at the request of the company as a director, officer, employee or
agent of another company, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the fullest extent under the circumstances
permitted by the Sections 721-726 of said Business Corporation Law.  Such
indemnification (unless ordered by a court) shall be made as authorized in a
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because there is no
judgment or other final adjudication adverse to the director or officer that
establishes that his acts were committed in bad faith or were the result of
active and deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.  Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable a quorum of disinterested
directors so directs, (a) by independent legal counsel in a written opinion that
indemnification is proper, or (b) by the stockholders.  The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
                                  UNDERTAKINGS

      (a)  Rule 415 Offering

           The undersigned Registrant hereby undertakes 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,
provided however, that pursuant to Section 229.512(a) of Regulation S-K, such
post-effective amendment may be made by setting forth the information required
by such Section in periodic reports filed by the Registrant pursuant to Section
13 or Section 15 (d) of the Securities Exchange Act incorporated by reference as
set forth in subsection (b) and (c) of this Item.

           The undersigned Registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act of 1933, each post-effective
amendment shall be deemed to be a 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.

           The undersigned Registrant hereby undertakes 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)  Filings Incorporating Subsequent Exchange Act Documents by Reference

           The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each Annual Report
filed pursuant to Section 13 (a) or Section 15 (d) of the Securities Exchange
Act of 1934 is hereby incorporated by reference herein and each such Annual
Report shall be deemed to be a new Registration Statement, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

      (c)  Incorporated Annual and Quarterly Reports

           The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the Prospectus, to each person to whom the Prospectus is sent
or given, proxy statements and all other shareholder reports and communications,
including the latest annual report to security holders pursuant to and meeting
the requirements of Rule 14 a-3 or Rule 14 c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the Prospectus, to deliver, or
cause to be delivered to each person to whom the Prospectus is sent or given,
the latest quarterly report that is hereby specifically incorporated by
reference in the Prospectus to provide such interim financial information.

      (d)  Filing of Registration Statement on Form S-8.

           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 any indemnification provisions as found in
the Registrant's Bylaws, 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 payment by the Registrant of expenses incurred or paid 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, 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 of 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.

                                   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

               5.1   Opinion of Counsel re: legality                        9

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.1  Consent of Independent Accountants                    11

               23.2  Consent of Counsel                                     9

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A
      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits

               99.1  CPAC, Inc. 1996 Nonemployee Directors
                     Stock Option Plan                                     12

               99.2  Form of Stock Option Agreement for
                     10,000 Shares                                         17

               99.3  Form of Stock Option Agreement for 3,000
                     Shares                                                23

                                   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 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
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

               5.1   Opinion of Counsel re: legality                        9

      15       Letter re: Unaudited interim financial
               information                                                N/A

      23       Consents of Experts and Counsel

               23.1  Consent of Coopers & Lybrand, L.L.P.                  11

               23.2  Consent of Counsel                                     9

      24       Power of Attorney                                          N/A

      25       Statement of Eligibility of Trustee                        N/A

      27       Financial Data Schedule                                    N/A

      99       Additional Exhibits

               99.1  CPAC, Inc. 1996 Nonemployee Directors
                     Stock Option Plan                                     12

               99.2  Form of Stock Option Agreement for
                     10,000 Shares                                         17

               99.3  Form of Stock Option Agreement for 3,000
                     Shares                                                23