As filed with the Securities and Exchange Commission on July 1, 1999
                        Registration No. 333-___________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                                  MESTEK, INC.
             (Exact name of Registrant as Specified in its Charter)


     PENNSYLVANIA                                         25-0661650
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                 (413) 568-9571
          (Address including Zip Code, and Telephone Number, including
             Area Code, of Registrant's Principal Executive Offices)

                     Mestek, Inc. Savings & Retirement Plan
                      Mestek, Inc. Retirement Savings Plan
              Boyertown Foundry Company Savings and Retirement Plan
                            (Full Title of the Plans)
                       -----------------------------------

                      Timothy P. Scanlan, Associate Counsel
                                  Mestek, Inc.
                              260 North Elm Street
                         Westfield, Massachusetts 01083
                                 (413) 564-5849
               (Address, including Zip Code, and Telephone Number
                   including Area Code, of Agent for Service)
                     --------------------------------------

                                   Copies to:

                     Marc R . Paul/John Francis Fitzpatrick
                                Baker & McKenzie
                          815 Connecticut Avenue, N.W.
                            Washington, DC 20006-4078
                                 (202) 452-7034
                      -------------------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>


 Title of Each Class of       Amount to be       Proposed Maximum            Proposed               Amount of
Securities to be Registered   Registered (1)  Offering Price per Share (2)    Maximum            Registration Fee
                                                                             Aggregate
                                                                           Offering Price
<CAPTION>
<S>                                <C>                     <C>              <C>                        <C>
Common Stock, no par value(3)      60,000                  $20.47           $1,228,200.00              $341.44
Common Stock, no par value(4)      35,000                  $20.47             $716,450.00              $199.17
Common Stock, no par value(5)       5,000                  $20.47             $102,350.00               $28.45

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans(s) described herein.
(2) The maximum  offering price per share used to calculate the registration fee
with respect to shares of Common Stock was determined
         pursuant to Rule 457 under the securities Act of 1993 using the average
         daily  high and low  price of the  Common  Stock on the New York  Stock
         Exchange on June 25, 1999.
(3) Shares of Common  Stock  relating to the Mestek,  Inc.  Savings & Retirement
Plan. (4) Shares of Common Stock relating to the Mestek, Inc. Retirement Savings
Plan.  (5) Shares of Common  Stock  relating to the  Boyertown  Foundry  Company
Savings and Retirement Plan.
</TABLE>

--------------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following  documents  of  Mestek,  Inc.,  a  Pennsylvania
corporation (the "Company") are incorporated by reference into this Registration
Statement:

                  The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;

                  All      other  reports  filed  pursuant  to Section  13(a) or
                           15(d) of the  Securities Act of 1934 since the end of
                           the  fiscal  year  covered  by the  Company's  Annual
                           Report referred to in (a) above; and

                  The      description  of the Company's  Common Stock,  $.01 no
                           par value per share,  contained  in any  registration
                           statement  filed by the Company  under  Section 12 of
                           the   Securities   Exchange  Act  of  1934,  and  any
                           amendment or report filed with the Commission for the
                           purpose of updating  such  description  of the Common
                           Stock.

         The Annual  Report on Form 11-K for the fiscal year ended  December 31,
1997 for the Mestek, Inc. Savings & Retirement Plan is incorporated by reference
in connection with  transactions by the Mestek,  Inc. Savings & Retirement Plan.
The Annual  Report on Form 11-K for the fiscal year ended  December 31, 1997 for
the Mestek,  Inc.  Retirement  Savings  Plan is  incorporated  by  reference  in
connection with transactions by the Mestek, Inc.
Retirement Savings Plan.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  deregisters  all of the  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 filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein as set forth  above  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 document  incorporated  by reference
herein  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.

Item 5.  Interests of Named Experts and Counsel.


                                      - 1 -



<PAGE>





         Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Article VII,  Section 7.1, of the Company's  By-Laws  provides that the
Company  shall  indemnify  its  directors,  officers,  employees  or agents from
liabilities  and expenses  incurred by reason of the fact that such person is or
was a director,  officer,  employee or agent if such person  acted in good faith
and in a manner  reasonably  believed  to be in,  or not  opposed  to,  the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  Section 7.3 further provides that  indemnification  under the By-Laws
shall only be made upon a  determination  that  indemnification  of a  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the applicable  standard of conduct  contained in Section 7.1 of Article
VII by (i) the board of directors by a majority  vote of a quorum  consisting of
the directors who were not parties to such action,  suit or proceeding,  or (ii)
if  such  quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  or (iii) by the stockholders.  Section 7.6 also authorizes the Company
to purchase and maintain liability insurance on behalf of any director, officer,
employee or agent against any liability asserted against such person or incurred
by such person in any such capacity, or arising out of his status as such.

         The Company has entered into Indemnification  Agreements ("Agreements")
with its officers and  directors.  These  Agreements  provide that directors and
officers will be  indemnified  against  expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by reason of the fact that he is or was a director  or  officer,  if he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Agreements further provide that  indemnification  may be made by the Company
upon a determination that  indemnification of a director or officer is proper in
the circumstance because he has met the applicable standard of conduct contained
the  Agreement  by (i) the board of  directors  by a  majority  vote of a quorum
consisting  of the  directors  who  were not  parties  to such  action,  suit or
proceeding, or (ii) if such quorum is not obtainable,  or, event if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.

         The Company has a one million dollar ($1,000,000) Letter of Credit from
Bay Bank,  N.A.,  to fund an  indemnification  trust to  support  the  Company's
obligations under the Agreements.

Item 7.  Exemption From Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.


Exhibit Number         Description
23.2                   Consent of Grant Thornton LLP.
25.1                   Power of Attorney (included on the signature page of the
                       Registration Statement).


         The Mestek, Inc. Savings & Retirement Plan, the Mestek, Inc. Retirement
Savings Plan and the Boyertown  Foundry Company Savings and Retirement Plan, and
any  amendment(s)  thereto will be  submitted to the IRS in a timely  manner and
will make all changes required by the IRS in order to qualify the plan.

Item 9.  Undertakings.

         Rule 415 Offering.  The undersigned registrant hereby undertakes:


                                      - 2 -




<PAGE>





         (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 of 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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and (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 (1) (i) and (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 by the registrant
                           pursuant to section 13 or section 15(d) of the
                           Securities Exchange Act of 1934 (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 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.

         Filings  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 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 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.

         Filing   of   Registration   Statement   on  Form   S-8.   Insofar   as
indemnification  for  liabilities  arising  under  the  Securities  Act  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 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  proceedings)  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 indemnification by it is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.


                                      - 3 -




<PAGE>





                                   SIGNATURES

         The Registrant.  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 Westfield, Commonwealth of Massachusetts, on the
29th day of June, 1999.

                                  MESTEK, INC.




                                        By:  /s/JOHN E. REED
                                        Name:   John E. Reed
                                        Title:  Chairman of the Board and Chief
                                                Executive Officer

                                POWER OF ATTORNEY

         In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the  dates  stated.  Each  person  whose  signature  to  this
Registration  Statement appears below hereby appoints John E. Reed or Stephen M.
Shea as his  attorney-in-fact  to sign on his  behalf,  individually  and in the
capacities  stated below, and to file any and all amendments and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make such changes and additions as such  attorney-in-fact  may deem necessary or
appropriate.


  Signature                          Title                         Date


  /s/            Chairman of the Board and Chief Executive       June 29, 1999
John E. Reed     Officer (principal executive officer)

  /s/            Senior Vice President Finance, Chief            June 30, 1999
Stephen M. Shea  Financial Officer [and Chief Accounting
                 Officer]

  /s/              Director                                      June 29, 1999
A. Warne Boyce

  /s/              Director                                      June 30, 1999
E. Herbert Burk

  /s/              Director                                      June 29, 1999
William J. Coad

  /s/              Director                                      June 30, 1999
David M. Kelly

 /s/               Director                                      June 30, 1999
Winston R. Hindle, Jr.

 /s/               Director                                      June 29, 1999
David W. Hunter

                   Director
David R. Macdonald

 /s/               Director                                      June 30, 1999
Stewart B. Reed





                                      - 4 -




<PAGE>





         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                    MESTEK, INC. SAVINGS AND RETIREMENT PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources



                                      - 5 -




<PAGE>





         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                      MESTEK, INC. RETIREMENT SAVINGS PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources


                                      - 6 -




<PAGE>





The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                            BOYERTOWN FOUNDRY COMPANY
                           SAVINGS AND RETIREMENT PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources



                                      - 7 -




<PAGE>





                                  EXHIBIT INDEX


EXHIBIT                DESCRIPTION
NUMBER
23.2                   Consent of Grant Thornton LLP.
25.1                   Power of Attorney (included on the signature page of the
                       Registration Statement).



                                      - 8 -




<PAGE>




                                  EXHIBIT 23.2





               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



         We have  issued  our  report  dated  March  5,  1999  accompanying  the
consolidated  financial statements and schedule included in the Annual Report of
Mestek, Inc. and subsidiaries on Form 10-K for the year ended December 31, 1998.
We hereby  consent  to the  incorporation  by  reference  of said  report in the
Registration Statement of Mestek, Inc. and subsidiaries on Form S-8, relating to
the Mestek, Inc. Savings & Retirement Plan, Mestek, Inc. Retirement Savings Plan
and Boyertown Foundry Company Savings and Retirement Plan.



GRANT THORNTON LLP



Boston, Massachusetts

June 30, 1999




                                      - 9 -
[{"type": "S-8", "sequence": "1", "description": "401K PLANS / MESTEK STOCK FUND", "secsgml_size_bytes": 21896}]
{"company-data": {"conformed-name": "MESTEK INC", "cik": "0000065195", "assigned-sic": "3585", "irs-number": "250661650", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82067", "film-number": "99657794"}, "business-address": {"street1": "260 N ELM ST", "city": "WESTFIELD", "state": "MA", "zip": "01085", "phone": "4135689571"}, "former-company": {"former-conformed-name": "MESTA MACHINE CO", "date-changed": "19850123"}}
As filed with the Securities and Exchange Commission on July 1, 1999
                        Registration No. 333-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       -----------------------------------

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                       -----------------------------------

                                  MESTEK, INC.
             (Exact name of Registrant as Specified in its Charter)

     PENNSYLVANIA                                         25-0661650
(State or Other Jurisdiction of                (IRS Employer Identification No.)
Incorporation or Organization)

                              260 North Elm Street
                         Westfield, Massachusetts 01085
                                 (413) 568-9571
          (Address including Zip Code, and Telephone Number, including
             Area Code, of Registrant's Principal Executive Offices)

                     Mestek, Inc. Savings & Retirement Plan
                      Mestek, Inc. Retirement Savings Plan
              Boyertown Foundry Company Savings and Retirement Plan
                            (Full Title of the Plans)
                       -----------------------------------

                      Timothy P. Scanlan, Associate Counsel
                                  Mestek, Inc.
                              260 North Elm Street
                         Westfield, Massachusetts 01083
                                 (413) 564-5849
               (Address, including Zip Code, and Telephone Number
                   including Area Code, of Agent for Service)
                     --------------------------------------

                                   Copies to:

                     Marc R . Paul/John Francis Fitzpatrick
                                Baker & McKenzie
                          815 Connecticut Avenue, N.W.
                            Washington, DC 20006-4078
                                 (202) 452-7034
                      -------------------------------------

                         CALCULATION OF REGISTRATION FEE

 Title of Each Class of       Amount to be       Proposed Maximum            Proposed               Amount of
Securities to be Registered   Registered (1)  Offering Price per Share (2)    Maximum            Registration Fee
                                                                             Aggregate
                                                                           Offering Price
Common Stock, no par value(3)      60,000                  $20.47           $1,228,200.00              $341.44
Common Stock, no par value(4)      35,000                  $20.47             $716,450.00              $199.17
Common Stock, no par value(5)       5,000                  $20.47             $102,350.00               $28.45

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans(s) described herein.
(2) The maximum  offering price per share used to calculate the registration fee
with respect to shares of Common Stock was determined
         pursuant to Rule 457 under the securities Act of 1993 using the average
         daily  high and low  price of the  Common  Stock on the New York  Stock
         Exchange on June 25, 1999.
(3) Shares of Common  Stock  relating to the Mestek,  Inc.  Savings & Retirement
Plan. (4) Shares of Common Stock relating to the Mestek, Inc. Retirement Savings
Plan.  (5) Shares of Common  Stock  relating to the  Boyertown  Foundry  Company
Savings and Retirement Plan.
--------------------------------------------------------------------------------

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The  following  documents  of  Mestek,  Inc.,  a  Pennsylvania
corporation (the "Company") are incorporated by reference into this Registration
Statement:

                  The  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;

                  All      other  reports  filed  pursuant  to Section  13(a) or
                           15(d) of the  Securities Act of 1934 since the end of
                           the  fiscal  year  covered  by the  Company's  Annual
                           Report referred to in (a) above; and

                  The      description  of the Company's  Common Stock,  $.01 no
                           par value per share,  contained  in any  registration
                           statement  filed by the Company  under  Section 12 of
                           the   Securities   Exchange  Act  of  1934,  and  any
                           amendment or report filed with the Commission for the
                           purpose of updating  such  description  of the Common
                           Stock.

         The Annual  Report on Form 11-K for the fiscal year ended  December 31,
1997 for the Mestek, Inc. Savings & Retirement Plan is incorporated by reference
in connection with  transactions by the Mestek,  Inc. Savings & Retirement Plan.
The Annual  Report on Form 11-K for the fiscal year ended  December 31, 1997 for
the Mestek,  Inc.  Retirement  Savings  Plan is  incorporated  by  reference  in
connection with transactions by the Mestek, Inc.
Retirement Savings Plan.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which  deregisters  all of the  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 filing of such
documents.  Any  statement  contained  in a document  incorporated  by reference
herein as set forth  above  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 document  incorporated  by reference
herein  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.

Item 5.  Interests of Named Experts and Counsel.

                                      - 1 -
Inapplicable.

Item 6.  Indemnification of Directors and Officers.

         Article VII,  Section 7.1, of the Company's  By-Laws  provides that the
Company  shall  indemnify  its  directors,  officers,  employees  or agents from
liabilities  and expenses  incurred by reason of the fact that such person is or
was a director,  officer,  employee or agent if such person  acted in good faith
and in a manner  reasonably  believed  to be in,  or not  opposed  to,  the best
interests  of  the  Company,  and,  with  respect  to  any  criminal  action  or
proceeding,  had no reasonable  cause to believe that such person's  conduct was
unlawful.  Section 7.3 further provides that  indemnification  under the By-Laws
shall only be made upon a  determination  that  indemnification  of a  director,
officer,  employee or agent is proper in the  circumstances  because such person
has met the applicable  standard of conduct  contained in Section 7.1 of Article
VII by (i) the board of directors by a majority  vote of a quorum  consisting of
the directors who were not parties to such action,  suit or proceeding,  or (ii)
if  such  quorum  is  not  obtainable,  or,  even  if  obtainable  a  quorum  of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion,  or (iii) by the stockholders.  Section 7.6 also authorizes the Company
to purchase and maintain liability insurance on behalf of any director, officer,
employee or agent against any liability asserted against such person or incurred
by such person in any such capacity, or arising out of his status as such.

         The Company has entered into Indemnification  Agreements ("Agreements")
with its officers and  directors.  These  Agreements  provide that directors and
officers will be  indemnified  against  expenses  (including  attorneys'  fees),
judgments,  fines  and  amounts  paid in  settlements  actually  and  reasonably
incurred by reason of the fact that he is or was a director  or  officer,  if he
acted in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the Company,  and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
The Agreements further provide that  indemnification  may be made by the Company
upon a determination that  indemnification of a director or officer is proper in
the circumstance because he has met the applicable standard of conduct contained
the  Agreement  by (i) the board of  directors  by a  majority  vote of a quorum
consisting  of the  directors  who  were not  parties  to such  action,  suit or
proceeding, or (ii) if such quorum is not obtainable,  or, event if obtainable a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or (iii) by the shareholders.

         The Company has a one million dollar ($1,000,000) Letter of Credit from
Bay Bank,  N.A.,  to fund an  indemnification  trust to  support  the  Company's
obligations under the Agreements.

Item 7.  Exemption From Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit Number         Description
23.2                   Consent of Grant Thornton LLP.
25.1                   Power of Attorney (included on the signature page of the
                       Registration Statement).

         The Mestek, Inc. Savings & Retirement Plan, the Mestek, Inc. Retirement
Savings Plan and the Boyertown  Foundry Company Savings and Retirement Plan, and
any  amendment(s)  thereto will be  submitted to the IRS in a timely  manner and
will make all changes required by the IRS in order to qualify the plan.

Item 9.  Undertakings.

         Rule 415 Offering.  The undersigned registrant hereby undertakes:

                                      - 2 -
(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 of 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.
                           Notwithstanding the foregoing, any increase or
                           decrease in volume of securities offered (if the
                           total dollar value of securities offered would not
                           exceed that which was registered) and any deviation
                           from the low or high end of the estimated maximum
                           offering range may be reflected in the form of
                           prospectus filed with the Commission pursuant to Rule
                           424(b) if, in the aggregate, the changes in volume
                           and price represent no more than a 20% change in the
                           maximum aggregate offering price set forth in the
                           "Calculation of Registration Fee" table in the
                           effective Registration Statement; and (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 (1) (i) and (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 by the registrant
                           pursuant to section 13 or section 15(d) of the
                           Securities Exchange Act of 1934 (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 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.

         Filings  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 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 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.

         Filing   of   Registration   Statement   on  Form   S-8.   Insofar   as
indemnification  for  liabilities  arising  under  the  Securities  Act  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 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  proceedings)  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 indemnification by it is against public policy
as  expressed  in  the  Securities  Act  and  will  be  governed  by  the  final
adjudication of such issue.

                                      - 3 -
SIGNATURES

         The Registrant.  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 Westfield, Commonwealth of Massachusetts, on the
29th day of June, 1999.

                                  MESTEK, INC.

                                        By:  /s/JOHN E. REED
                                        Name:   John E. Reed
                                        Title:  Chairman of the Board and Chief
                                                Executive Officer

                                POWER OF ATTORNEY

         In accordance with the requirements of the Securities Act of 1933, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the  dates  stated.  Each  person  whose  signature  to  this
Registration  Statement appears below hereby appoints John E. Reed or Stephen M.
Shea as his  attorney-in-fact  to sign on his  behalf,  individually  and in the
capacities  stated below, and to file any and all amendments and  post-effective
amendments to this  Registration  Statement,  which  amendment or amendments may
make such changes and additions as such  attorney-in-fact  may deem necessary or
appropriate.

  Signature                          Title                         Date

  /s/            Chairman of the Board and Chief Executive       June 29, 1999
John E. Reed     Officer (principal executive officer)

  /s/            Senior Vice President Finance, Chief            June 30, 1999
Stephen M. Shea  Financial Officer [and Chief Accounting
                 Officer]

  /s/              Director                                      June 29, 1999
A. Warne Boyce

  /s/              Director                                      June 30, 1999
E. Herbert Burk

  /s/              Director                                      June 29, 1999
William J. Coad

  /s/              Director                                      June 30, 1999
David M. Kelly

 /s/               Director                                      June 30, 1999
Winston R. Hindle, Jr.

 /s/               Director                                      June 29, 1999
David W. Hunter

                   Director
David R. Macdonald

 /s/               Director                                      June 30, 1999
Stewart B. Reed

                                      - 4 -
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                    MESTEK, INC. SAVINGS AND RETIREMENT PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources

                                      - 5 -
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the trustees (or other  persons who  administer  the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                      MESTEK, INC. RETIREMENT SAVINGS PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources

                                      - 6 -
The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees  (or other  persons  who  administer  the Plan) have duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Westfield,  Commonwealth of  Massachusetts,  on
June 28, 1999.

                            BOYERTOWN FOUNDRY COMPANY
                           SAVINGS AND RETIREMENT PLAN

                      By:    /s/
                      Name:  Jack E. Nelson
                      Title: Vice President-Human Resources

                                      - 7 -
EXHIBIT INDEX

EXHIBIT                DESCRIPTION
NUMBER
23.2                   Consent of Grant Thornton LLP.
25.1                   Power of Attorney (included on the signature page of the
                       Registration Statement).

                                      - 8 -
EXHIBIT 23.2

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

         We have  issued  our  report  dated  March  5,  1999  accompanying  the
consolidated  financial statements and schedule included in the Annual Report of
Mestek, Inc. and subsidiaries on Form 10-K for the year ended December 31, 1998.
We hereby  consent  to the  incorporation  by  reference  of said  report in the
Registration Statement of Mestek, Inc. and subsidiaries on Form S-8, relating to
the Mestek, Inc. Savings & Retirement Plan, Mestek, Inc. Retirement Savings Plan
and Boyertown Foundry Company Savings and Retirement Plan.

GRANT THORNTON LLP

Boston, Massachusetts

June 30, 1999

                                      - 9 -