As filed with the Securities and Exchange Commission on September 15, 1999
                                                  Registration No. 333-___
___________________________________________________________________________
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                           ____________________
                                 FORM S-8
                          REGISTRATION STATEMENT

                                   Under
                        The Securities Act of 1933

                         ACME ELECTRIC CORPORATION
          (Exact name of Registrant as specified in its charter)

     New York                                     16-0324980
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)
400 Quaker State Road
East Aurora, New York                             14052-2199
(Address of Principal Executive Office)           (Zip Code)

             ACME ELECTRIC CORPORATION 1998 STOCK OPTION PLAN
                         (Full title of the plan)

Michael A. Simon, Controller
ACME ELECTRIC CORPORATION
400 Quaker State Road
East Aurora, New York  14052-2199
(Name and address of agent for service)

716-655-3800
(Telephone number, including area code, of agent for service)

Copy to:  Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 Marine Midland Center
Buffalo, New York  14203
Attention:  John B. Drenning, Esq.

                      CALCULATION OF REGISTRATION FEE

                                Proposed          Proposed
Title of                        Max.         Max.           Amount
securities     Amount           offering     aggregate      of
to be          to be            price per    offering       registration
registered     registered (1)   share (2)    price (2)      fee (3)
__________     ______________   _________    _________      ____________
Common Stock
$1 par
value(4)       500,000 shares   $6.344125    $3,172,062.50  $881.84

     (1)  The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plans.  Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.


<PAGE>                             - 1 -

     (2)  Pursuant to Rule 457(c), estimated solely for the
purpose of determining the registration fee, as follows: (i) as
to 101,000 shares now under option, on the basis of the aggregate
price at which such shares may be purchased by the optionees, and
(ii) as to the remaining 399,000 shares for which options have
not yet been granted, on the basis of the average of the high and
low prices of the Common Stock on the New York Stock Exchange on
September 10, 1999.

     (3)  This registration statement, pursuant to Instruction E
to Form S-8, relates to 231,000 shares previously registered on
Form S-8 (No. 33-79488 and No. 33-59523) in connection with a
predecessor plan, with respect to which a registration fee of
$1,679 has been paid.

     (4)  This Registration Statement also pertains to rights to
purchase shares of Common Stock.  One-half right is attached to
and trades with each share of Common Stock.  Until the occurrence
of certain events, the rights are not exercisable and will not be
evidenced or transferred apart from the Common Stock.


                      EXPLANATORY STATEMENT

     A total of 441,220 shares of Common Stock of Acme Electric
Corporation (the "Company") were registered by Registration
Statements on Form S-8, File Nos. 33-79488 and 33-59523 in
connection with the Company's 1989 Incentive Stock Option Plan
(the "1989 Plan").  On October 30, 1998 the shareholders of the
Company approved the Acme Electric Corporation 1998 Stock Option
Plan (the "1998 Plan") and thereupon the 1989 Plan terminated.
Two Hundred Thirty One Thousand (231,000) authorized but not
granted shares of Common Stock of the Company which were
registered in connection with the 1989 Plan will not be issued
under the 1989 Plan and, pursuant to Instruction E to Form S-8
and the telephonic interpretations of the Securities and Exchange
Commission (Interpretation No. 86 of Section 6.  Securities Act
Forms of the Division of Corporation Finance's Manual of Publicly
Available Telephone Interpretations - July 1997), are carried
forward to, this Registration Statement on Form S-8 in connection
with the 1998 Plan.




                             PART I


     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to the instructions for Form S-8, the documents
containing the information specified in Items 1 and 2 of Part I
of Form S-8 are not being filed with the Securities and Exchange
Commission as part of this Registration Statement, but will be
sent or given to (optionees) as specified by Rule 428(b)(1).




<PAGE>                        - 2 -


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference

          The following documents previously filed with the
Commission are incorporated by reference in this Registration
Statement.

          (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.

          (b)  The Company's Quarterly Reports on Form 10-Q for
the periods ended October 3, 1998, January 2, 1999 and April 3,
1999.

          (c)  The description of the Common Stock contained in
the Company's Registration Statement filed under Section 12 of
the Securities Exchange Act of 1934, dated December 1, 1981 and
the description of the Common Stock purchase rights contained in
the Company's Registration Statement under Section 12 of the
Securities Exchange Act of 1934 filed on November 15, 1993.

          In addition, all documents subsequently filed by the
Company pursuant to Section 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 to this Registration Statement
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     John B. Drenning, Secretary of the Company, is a partner in
the law firm of Phillips, Lytle, Hitchcock, Blaine & Huber LLP,
which has rendered the legality opinion included in this
Registration Statement as Exhibit 5.

Item 6.  Indemnification of Directors and Officers

          The New York Business Corporation Law ("NYBCL") grants
corporations broad powers to indemnify their present and former
directors and officers against judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits or proceedings to
which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director



<PAGE>                        - 3 -

or officer who successfully defends an action the right to be so
indemnified; and permits a corporation to buy directors' and
officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any by-laws, agreement, vote of shareholders or
otherwise.

          The Certificate of Incorporation and the By-Laws of the
registrant provide for indemnification of directors and officers
of the registrant to the fullest extent permitted by the NYBCL
against expenses, liability and loss incurred by them in
connection with any action, suit or proceeding to which they are,
or are threatened to be, made parties by reason of their
relationship with the registrant.  In addition, the registrant
has entered into indemnification agreements with each of its
directors, providing for substantial indemnification rights and a
mechanism for administering such rights.

          As permitted by the NYBCL, the registrant's Certificate
of Incorporation provides that a director of the registrant shall
not be liable for any breach of duty as a director, except to the
extent that a judgment or other final adjudication adverse to him
establishes that (1) his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law,
(2) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or (3) his acts
violated Section 719 of the NYBCL.

          In addition, the directors and officers of the
registrant are covered by insurance policies indemnifying them
against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred
by them in such capacities.

Item 7.  Exemption from Registration.

     Not applicable.

Item 8.  Exhibits

     See the Exhibit Index, below.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement;

               (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;







<PAGE>                        - 4 -
               (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 (ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and 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 15(d) of the
Securities Exchange Act of 1934 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.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange
          Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

     (h)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed



<PAGE>                        - 5 -

in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.















































<PAGE>                        - 6 -
                           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 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 East Aurora, New York on August 23,
1999.

                              ACME ELECTRIC CORPORATION


                              By:/s/Robert J. McKenna
                                 ______________________________
                                 ROBERT J. McKENNA
                                 Chairman, President and
                                 Chief Executive Officer









































<PAGE>                        - 7 -

                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints ROBERT J.
McKENNA, as his true and lawful attorney-in-fact, with full power
of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments or
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
under the Securities Act of 1933, granting unto said
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, 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 by the
following persons in the capacities and on the date indicated.

SIGNATURE                CAPACITY                           DATE
_________                ________                           ____

/s/Robert J. McKenna     Chairman, President and Chief      August 23, 1999
_____________________    Executive Officer (Principal
  Robert J. McKenna      Executive Officer) and Director

/s/Michael A. Simon      Controller (Principal Financial    August 24, 1999
_____________________    Officer and Principal
  Michael A. Simon       Accounting Officer)

/s/Robert D. Batting     Director                           August 23, 1999
_____________________
  Robert D. Batting

/s/Robert T. Brady       Director                           August 23, 1999
_____________________
  Robert T. Brady

/s/Randall L. Clark      Director                           August 23, 1999
_____________________
  Randall L. Clark

/s/Terry M. Manon        Director                           August 23, 1999
_____________________
  Terry M. Manon











<PAGE>                             - 8 -

                             INDEX TO EXHIBITS


Exhibit                                            Page Number
_______                                            ___________

5         -    Opinion of Phillips, Lytle,
               Hitchcock, Blaine & Huber LLP as to
               the legality of the securities
               registered.

23(a)     -    Consent of PricewaterhouseCoopers LLP

23(b)     -    Consent of Phillips, Lytle, Hitchcock,
               Blaine & Huber LLP (included in Exhibit 5)

24        -    Power of Attorney (included with
               signature page)









































<PAGE>                             - 9 -

                           EXHIBITS 5 AND 23(b)
                           ____________________

                  OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
                   BLAINE & HUBER LLP AS TO THE LEGALITY
                       OF THE SECURITIES REGISTERED





















































<PAGE>                            - 10 -

                       September 15, 1999





Acme Electric Corporation
400 Quaker Road
East Aurora, New York  14052-2199


          Re:  Acme Electric Corporation - Registration Statement
               on Form S-8
               __________________________________________________

Gentlemen:

          This opinion is given in connection with a Registration
Statement (Form S-8) being filed by Acme Electric Corporation
(the "Company") with the Securities and Exchange Commission
relating to 500,000 shares of Common Stock, $1 par value ("Common
Stock") to be issued pursuant to options exercised under the Acme
Electric Corporation 1998 Stock Option Plan (the "Plan").  We
have examined and are familiar with the Company's Certificate of
Incorporation, By-laws, resolutions of its directors and other
documents and corporate records and proceedings relating to the
organization of the Company, proposed issuance of securities and
adoption of the Plan by the Company.  We have also examined such
other documents and proceedings that we have considered necessary
for the purpose of this opinion.

          Based upon such examination, we are of the opinion
that:

          1.   The Company has been duly organized and is a
               validly existing corporation under the laws of the
               State of New York.

          2.   The 500,000 shares of Common Stock which may be
               issued by the Company have been duly authorized
               and, when issued in accordance with the terms of
               the Registration Statement and the Plan, will be
               validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.


                              Very truly yours,

               PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP








<PAGE>                       - 11 -
                          EXHIBIT 23(a)
                          _____________


              CONSENT OF PricewaterhouseCoopers LLP
                 INDEPENDENT PUBLIC ACCOUNTANTS





















































<PAGE>                       - 12 -

               CONSENT OF INDEPENDENT ACCOUNTANTS
               __________________________________

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 5,
1998 relating to the financial statements, which appear in the
1998 Annual Report to Shareholders of Acme Electric Corporation,
which is incorporated by reference in Acme Electric Corporation's
Annual Report on Form 10-K for the year ended June 30, 1998.  We
also consent to the incorporation by reference of our report
dated August 5, 1998 relating to the financial statement/
schedules, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP
______________________________
PRICEWATERHOUSECOOPERS LLP

Buffalo, New York
September 15, 1999








































<PAGE>                       - 13 -
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As filed with the Securities and Exchange Commission on September 15, 1999
                                                  Registration No. 333-___
___________________________________________________________________________
___________________________________________________________________________

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                           ____________________
                                 FORM S-8
                          REGISTRATION STATEMENT

                                   Under
                        The Securities Act of 1933

                         ACME ELECTRIC CORPORATION
          (Exact name of Registrant as specified in its charter)

     New York                                     16-0324980
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)
400 Quaker State Road
East Aurora, New York                             14052-2199
(Address of Principal Executive Office)           (Zip Code)

             ACME ELECTRIC CORPORATION 1998 STOCK OPTION PLAN
                         (Full title of the plan)

Michael A. Simon, Controller
ACME ELECTRIC CORPORATION
400 Quaker State Road
East Aurora, New York  14052-2199
(Name and address of agent for service)

716-655-3800
(Telephone number, including area code, of agent for service)

Copy to:  Phillips, Lytle, Hitchcock, Blaine & Huber LLP
3400 Marine Midland Center
Buffalo, New York  14203
Attention:  John B. Drenning, Esq.

                      CALCULATION OF REGISTRATION FEE

                                Proposed          Proposed
Title of                        Max.         Max.           Amount
securities     Amount           offering     aggregate      of
to be          to be            price per    offering       registration
registered     registered (1)   share (2)    price (2)      fee (3)
__________     ______________   _________    _________      ____________
Common Stock
$1 par
value(4)       500,000 shares   $6.344125    $3,172,062.50  $881.84

     (1)  The number of shares are subject to adjustment in accordance with
the anti-dilution provisions of the Plans.  Accordingly, this Registration
Statement also covers an indeterminable number of shares which may be
issuable in connection with such provisions.
- 1 -

     (2)  Pursuant to Rule 457(c), estimated solely for the
purpose of determining the registration fee, as follows: (i) as
to 101,000 shares now under option, on the basis of the aggregate
price at which such shares may be purchased by the optionees, and
(ii) as to the remaining 399,000 shares for which options have
not yet been granted, on the basis of the average of the high and
low prices of the Common Stock on the New York Stock Exchange on
September 10, 1999.

     (3)  This registration statement, pursuant to Instruction E
to Form S-8, relates to 231,000 shares previously registered on
Form S-8 (No. 33-79488 and No. 33-59523) in connection with a
predecessor plan, with respect to which a registration fee of
$1,679 has been paid.

     (4)  This Registration Statement also pertains to rights to
purchase shares of Common Stock.  One-half right is attached to
and trades with each share of Common Stock.  Until the occurrence
of certain events, the rights are not exercisable and will not be
evidenced or transferred apart from the Common Stock.

                      EXPLANATORY STATEMENT

     A total of 441,220 shares of Common Stock of Acme Electric
Corporation (the "Company") were registered by Registration
Statements on Form S-8, File Nos. 33-79488 and 33-59523 in
connection with the Company's 1989 Incentive Stock Option Plan
(the "1989 Plan").  On October 30, 1998 the shareholders of the
Company approved the Acme Electric Corporation 1998 Stock Option
Plan (the "1998 Plan") and thereupon the 1989 Plan terminated.
Two Hundred Thirty One Thousand (231,000) authorized but not
granted shares of Common Stock of the Company which were
registered in connection with the 1989 Plan will not be issued
under the 1989 Plan and, pursuant to Instruction E to Form S-8
and the telephonic interpretations of the Securities and Exchange
Commission (Interpretation No. 86 of Section 6.  Securities Act
Forms of the Division of Corporation Finance's Manual of Publicly
Available Telephone Interpretations - July 1997), are carried
forward to, this Registration Statement on Form S-8 in connection
with the 1998 Plan.

                             PART I

     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Pursuant to the instructions for Form S-8, the documents
containing the information specified in Items 1 and 2 of Part I
of Form S-8 are not being filed with the Securities and Exchange
Commission as part of this Registration Statement, but will be
sent or given to (optionees) as specified by Rule 428(b)(1).
- 2 -

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          The following documents previously filed with the
Commission are incorporated by reference in this Registration
Statement.

          (a)  The Company's Annual Report on Form 10-K for the
fiscal year ended June 30, 1998.

          (b)  The Company's Quarterly Reports on Form 10-Q for
the periods ended October 3, 1998, January 2, 1999 and April 3,
1999.

          (c)  The description of the Common Stock contained in
the Company's Registration Statement filed under Section 12 of
the Securities Exchange Act of 1934, dated December 1, 1981 and
the description of the Common Stock purchase rights contained in
the Company's Registration Statement under Section 12 of the
Securities Exchange Act of 1934 filed on November 15, 1993.

          In addition, all documents subsequently filed by the
Company pursuant to Section 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 to this Registration Statement
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel.

     John B. Drenning, Secretary of the Company, is a partner in
the law firm of Phillips, Lytle, Hitchcock, Blaine & Huber LLP,
which has rendered the legality opinion included in this
Registration Statement as Exhibit 5.

Item 6.  Indemnification of Directors and Officers

          The New York Business Corporation Law ("NYBCL") grants
corporations broad powers to indemnify their present and former
directors and officers against judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with
threatened, pending or completed actions, suits or proceedings to
which they are parties or are threatened to be made parties by
reason of being or having been such directors or officers,
subject to specified conditions and exclusions; gives a director
- 3 -

or officer who successfully defends an action the right to be so
indemnified; and permits a corporation to buy directors' and
officers' liability insurance.  Such indemnification is not
exclusive of any other rights to which those indemnified may be
entitled under any by-laws, agreement, vote of shareholders or
otherwise.

          The Certificate of Incorporation and the By-Laws of the
registrant provide for indemnification of directors and officers
of the registrant to the fullest extent permitted by the NYBCL
against expenses, liability and loss incurred by them in
connection with any action, suit or proceeding to which they are,
or are threatened to be, made parties by reason of their
relationship with the registrant.  In addition, the registrant
has entered into indemnification agreements with each of its
directors, providing for substantial indemnification rights and a
mechanism for administering such rights.

          As permitted by the NYBCL, the registrant's Certificate
of Incorporation provides that a director of the registrant shall
not be liable for any breach of duty as a director, except to the
extent that a judgment or other final adjudication adverse to him
establishes that (1) his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law,
(2) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or (3) his acts
violated Section 719 of the NYBCL.

          In addition, the directors and officers of the
registrant are covered by insurance policies indemnifying them
against certain liabilities, including certain liabilities
arising under the Securities Act of 1933, which might be incurred
by them in such capacities.

Item 7.  Exemption from Registration.

     Not applicable.

Item 8.  Exhibits

     See the Exhibit Index, below.

Item 9.  Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this registration statement;

               (i)  To include any prospectus required by
          Section 10(a)(3) of the Securities Act of 1933;
- 4 -
               (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 (ii) do not
apply if the registration statement is on Form S-3 or Form S-8,
and 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 15(d) of the
Securities Exchange Act of 1934 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.

     (b)  The undersigned registrant hereby undertakes that, for
          purposes of determining any liability under the
          Securities Act of 1933, each filing of the registrant's
          annual report pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934 (and, where applicable,
          each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange
          Act of 1934) that is incorporated by reference in the
          registration statement shall be deemed to be a new
          registration statement relating to the securities
          offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide
          offering thereof.

     (h)  Insofar as indemnification for liabilities arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons of the
          registrant pursuant to the foregoing provisions, or
          otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such
          indemnification is against public policy as expressed
- 5 -

in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
- 6 -
                           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 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 East Aurora, New York on August 23,
1999.

                              ACME ELECTRIC CORPORATION

                              By:/s/Robert J. McKenna
                                 ______________________________
                                 ROBERT J. McKENNA
                                 Chairman, President and
                                 Chief Executive Officer
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                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints ROBERT J.
McKENNA, as his true and lawful attorney-in-fact, with full power
of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments or
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
under the Securities Act of 1933, granting unto said
attorney-in-fact full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or his substitute, 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 by the
following persons in the capacities and on the date indicated.

SIGNATURE                CAPACITY                           DATE
_________                ________                           ____

/s/Robert J. McKenna     Chairman, President and Chief      August 23, 1999
_____________________    Executive Officer (Principal
  Robert J. McKenna      Executive Officer) and Director

/s/Michael A. Simon      Controller (Principal Financial    August 24, 1999
_____________________    Officer and Principal
  Michael A. Simon       Accounting Officer)

/s/Robert D. Batting     Director                           August 23, 1999
_____________________
  Robert D. Batting

/s/Robert T. Brady       Director                           August 23, 1999
_____________________
  Robert T. Brady

/s/Randall L. Clark      Director                           August 23, 1999
_____________________
  Randall L. Clark

/s/Terry M. Manon        Director                           August 23, 1999
_____________________
  Terry M. Manon
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                             INDEX TO EXHIBITS

Exhibit                                            Page Number
_______                                            ___________

5         -    Opinion of Phillips, Lytle,
               Hitchcock, Blaine & Huber LLP as to
               the legality of the securities
               registered.

23(a)     -    Consent of PricewaterhouseCoopers LLP

23(b)     -    Consent of Phillips, Lytle, Hitchcock,
               Blaine & Huber LLP (included in Exhibit 5)

24        -    Power of Attorney (included with
               signature page)
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                           EXHIBITS 5 AND 23(b)
                           ____________________

                  OPINION OF PHILLIPS, LYTLE, HITCHCOCK,
                   BLAINE & HUBER LLP AS TO THE LEGALITY
                       OF THE SECURITIES REGISTERED
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                       September 15, 1999

Acme Electric Corporation
400 Quaker Road
East Aurora, New York  14052-2199

          Re:  Acme Electric Corporation - Registration Statement
               on Form S-8
               __________________________________________________

Gentlemen:

          This opinion is given in connection with a Registration
Statement (Form S-8) being filed by Acme Electric Corporation
(the "Company") with the Securities and Exchange Commission
relating to 500,000 shares of Common Stock, $1 par value ("Common
Stock") to be issued pursuant to options exercised under the Acme
Electric Corporation 1998 Stock Option Plan (the "Plan").  We
have examined and are familiar with the Company's Certificate of
Incorporation, By-laws, resolutions of its directors and other
documents and corporate records and proceedings relating to the
organization of the Company, proposed issuance of securities and
adoption of the Plan by the Company.  We have also examined such
other documents and proceedings that we have considered necessary
for the purpose of this opinion.

          Based upon such examination, we are of the opinion
that:

          1.   The Company has been duly organized and is a
               validly existing corporation under the laws of the
               State of New York.

          2.   The 500,000 shares of Common Stock which may be
               issued by the Company have been duly authorized
               and, when issued in accordance with the terms of
               the Registration Statement and the Plan, will be
               validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement.

                              Very truly yours,

               PHILLIPS, LYTLE, HITCHCOCK, BLAINE & HUBER LLP
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                          EXHIBIT 23(a)
                          _____________

              CONSENT OF PricewaterhouseCoopers LLP
                 INDEPENDENT PUBLIC ACCOUNTANTS
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               CONSENT OF INDEPENDENT ACCOUNTANTS
               __________________________________

We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated August 5,
1998 relating to the financial statements, which appear in the
1998 Annual Report to Shareholders of Acme Electric Corporation,
which is incorporated by reference in Acme Electric Corporation's
Annual Report on Form 10-K for the year ended June 30, 1998.  We
also consent to the incorporation by reference of our report
dated August 5, 1998 relating to the financial statement/
schedules, which appears in such Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP
______________________________
PRICEWATERHOUSECOOPERS LLP

Buffalo, New York
September 15, 1999
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