<PAGE>
  As filed with the Securities and Exchange Commission on August 19, 1997.

                      File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549


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

                            PAMECO CORPORATION
             -------------------------------------------------
            (Exact Name of Issuer as Specified in its Charter)

                  Georgia                           51-0287654
      (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)

                        PAMECO CORPORATION
                        1000 Center Place
                     Norcross, Georgia  30093
                          (404) 798-0700
  -------------------------------------------------------------
  (Address and Telephone Number of Issuer's Principal Executive
                             Offices)

                   Employee Stock Option Plan I
                  Employee Stock Option Plan II
   Stock Option Agreement between the Registrant and Gerald V.
                             Gurbacki
             Non-Employee Directors Stock Option Plan
   -----------------------------------------------------------
                    (Full Title of the Plans)

                          Mary McCulley
                        1000 Center Place
                     Norcross, Georgia  30093
                          (770) 798-0700
   ------------------------------------------------------------
   (Name, Address and Telephone Number, Including Area Code, of
                        Agent for Service)

                            Copies to:
                     David A. Stockton, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
<TABLE>
<CAPTION>
                                  Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum             Proposed Maximum
Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
 to be Registered            be Registered                  Per Share               Offering Price<F1>        Registration Fee
------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                             <C>                       <C>                       <C>
Class A Common Stock          989,598 shares                  $21.50                    $21,276,357               $6,477.38
<FN>
<F1> Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $21.50, the average of the high
and low prices on the New York Stock Exchange on August 18, 1997.
/FN
<PAGE>
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The prospectus dated June 4, 1997, filed by the
          Registrant pursuant to Rule 424(b) under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of the Exchange Act, since the
          end of the fiscal year covered by the prospectus
          referred to in item 1 above.

     (3)  The description of the Class A Common Stock contained
          in the Registrant's registration statement on Form 8-A,
          dated March 26, 1997, including all amendments or
          reports filed for the purpose of updating such
          description.

     (4)  All other documents subsequently filed by the
          Registrant pursuant to Sections 13(a), 13(c), 14 and
          15(d) of the Exchange Act prior to the filing of a
          post-effective amendment which indicates that all
          securities offered pursuant to this Registration
          Statement have been sold or which deregisters all
          securities that remain unsold.


ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.


ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As provided under Georgia law, the Company's Articles
          of Incorporation provide that a director shall not be
          personally liable to the Company as a director, except
          that such provisions shall not limit the liability of a
          director (a) for any appropriation, in violation of his
          duties, of any business opportunity of the Company; (b)
          for acts or omissions which involve intentional
          misconduct or a knowing violation of law; (c) for
          unlawful corporate distributions or (d) for any
          transactions from which the director receives an
          improper benefit.

          Under Article V of the Company's Bylaws, the Registrant
          is required to indemnify its directors and officers to
          the fullest extent permitted by Georgia law.  The
          Georgia Business Corporation Code provides that a
          corporation may indemnify its directors, officers and

                               -2-
<PAGE>
          agents against judgments, fines, penalties, amounts
          paid in settlement and expenses, including attorneys'
          fees, resulting from various types of legal actions or
          proceedings if the actions of the party being
          indemnified meet the standards of conduct specified
          therein.  Determinations concerning whether the
          applicable standard of conduct has been met can be made
          by (a) a majority of the disinterested directors; (b) a
          majority of a committee of disinterested directors; (c)
          independent legal counsel or (d) an affirmative vote of
          a majority of shares held by the disinterested
          shareholders.  No indemnification may be made to or on
          behalf of a corporate director, officer, employee or
          agent (i) in connection with a proceeding by or in
          right of the Company in which such person was adjudged
          liable to the Company or (ii) in connection with any
          other proceeding in which said person was adjudged
          liable on the basis that personal benefit was
          improperly received by him.

          The Company has entered into Indemnification Agreements
          with certain of its directors and officers (the
          "Indemnified Parties").  Under the terms of the
          Indemnification Agreements, the Company is required to
          indemnify the Indemnified Parties against certain
          liabilities arising out of their service for the
          Company.  The Indemnification Agreements require the
          Company (i) to indemnify each Indemnified Party to the
          fullest extent permitted by law; (ii) to provide
          coverage for each Indemnified Party under the Company's
          directors and officers liability insurance policy and
          (iii) to advance certain expenses incurred by an
          Indemnified Party.  The Indemnification Agreements
          provide limitations on the Indemnified Party's rights
          to indemnification in certain circumstances.

          The Company's directors and officers are insured
against losses arising from any claim against them as such for
wrongful acts or omissions, subject to certain limitations.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.




                               -3-
<PAGE>
ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number                Description

* 4(a)                        Amended and Restated Articles of
                              Incorporation of the Registrant, as
                              amended (included as Exhibit 3.1 to
                              the Registration Statement on Form
                              S-1 No. 333-24043).

* 4(b)                        Amended and Restated Bylaws of the
                              Registrant (included as Exhibit 3.2
                              to the Registration Statement on
                              Form S-1 No. 333-24043).

5(a) & 23(a)                  Opinion and Consent of Counsel to
                              Registrant

23(b)                         Consent of Ernst & Young LLP

24(c)                         Power of Attorney (See signature
                                page)

* 99.1                        Employee Stock Option Plan I
                                 (included as Exhibit 10.5 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.2                        Employee Stock Option Plan II
                                 (included as Exhibit 10.6 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.3                        Stock Option Agreement between the
                                 Registrant and Gerald V.
                                 Gurbacki (included as Exhibit
                                 10.7 to the Registration
                                 Statement on Form S-1 No. 333-
                                 24043)

* 99.4                        Non-Employee Directors Stock Option
                                 Plan (included as Exhibit 10.8
                                 to the Registration Statement on
                                 Form S-1 No. 333-24043)

___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.





                               -4-
<PAGE>
ITEM 9.  UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes: (1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement,
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; (2) that, for the purpose of determining
any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.

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

          (c)  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, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-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 specifically incorporated by
reference in the prospectus to provide such interim financial
information.






                               -5-
<PAGE>
          (d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.



                               -6-
<PAGE>
                            SIGNATURES
          Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Atlanta, State of Georgia, on August 7, 1997.

                              PAMECO CORPORATION

                              By: /s/ Walt Wilcox
                                 Name: Walt Wilcox
                                 Title: Vice President - Finance/Controller

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald V.
Gurbacki as attorney-in-fact, having the power of substitution,
for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may 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 indicated on August 7, 1997.

/s/ James R. Balcom, Jr.         Chairman
      JAMES R. BALKCOM, Jr.

/s/ Gerald V. Gurbacki           Chief Executive Officer
      GERALD V. GURBACKI         and Director
                                 (Principal Executive
                                 Officer)
/s/ Walt Wilcox
      WALT WILCOX                Vice President -
                                 Finance/Controller
                                 (Principal Financial and
                                 Accounting Officer)

/s/ G. Thomas Braswell, Jr.      Director
      G. THOMAS BRASWELL, Jr.


/s/ Michael H. Bulkin            Director
      MICHAEL H. BULKIN


/s/ Earl Dolive                  Director
      EARL DOLIVE


/s/ H. Whitney Wagner            Director
      H. WHITNEY WAGNER


/s/ Thomas G. Weld               Director
      THOMAS G. WELD


/s/ Richard Bearse               Director
    RICHARD BEARSE
                              -7-<PAGE>

                          EXHIBIT INDEX
                                TO
                REGISTRATION STATEMENT ON FORM S-8



Exhibit Number                Description

* 4(a)                        Amended and Restated Articles of
                              Incorporation of the Registrant, as
                              amended (included as Exhibit 3.1 to
                              the Registration Statement on Form
                              S-1 No. 333-24043).

* 4(b)                        Amended and Restated Bylaws of the
                              Registrant (included as Exhibit 3.2
                              to the Registration Statement on
                              Form S-1 No. 333-24043).

5(a) & 23(a)                  Opinion and Consent of Counsel to
                              Registrant

23(b)                         Consent of Ernst & Young LLP

24(c)                         Power of Attorney (See signature
                               page)

* 99.1                        Employee Stock Option Plan I
                                 (included as Exhibit 10.5 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.2                        Employee Stock Option Plan II
                                 (included as Exhibit 10.6 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.3                        Stock Option Agreement between the
                                 Registrant and Gerald V.
                                 Gurbacki (included as Exhibit
                                 10.7 to the Registration
                                 Statement on Form S-1 No. 333-
                                 24043)

* 99.4                        Non-Employee Directors Stock Option
                                 Plan (included as Exhibit 10.8
                                 to the Registration Statement on
                                 Form S-1 No. 333-24043)

___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.




</TABLE>
[{"type": "S-8", "sequence": "1", "description": "PAMECO, INC.", "secsgml_size_bytes": 18751}]
{"company-data": {"conformed-name": "PAMECO CORP", "cik": "0001036283", "assigned-sic": "4911", "irs-number": "510287654", "state-of-incorporation": "GA", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33939", "film-number": "97666439"}, "business-address": {"street1": "1000 CENTER PL", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "770-798070"}, "mail-address": {"street1": "1000 CENTER PLACE", "city": "NORCROSS", "state": "GA", "zip": "30093"}, "former-company": {"former-conformed-name": "NEW PAMECO GEORGIA CORP", "date-changed": "19970326"}}
As filed with the Securities and Exchange Commission on August 19, 1997.

                      File No. 333-________

                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549

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

                            PAMECO CORPORATION
             -------------------------------------------------
            (Exact Name of Issuer as Specified in its Charter)

                  Georgia                           51-0287654
      (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)

                        PAMECO CORPORATION
                        1000 Center Place
                     Norcross, Georgia  30093
                          (404) 798-0700
  -------------------------------------------------------------
  (Address and Telephone Number of Issuer's Principal Executive
                             Offices)

                   Employee Stock Option Plan I
                  Employee Stock Option Plan II
   Stock Option Agreement between the Registrant and Gerald V.
                             Gurbacki
             Non-Employee Directors Stock Option Plan
   -----------------------------------------------------------
                    (Full Title of the Plans)

                          Mary McCulley
                        1000 Center Place
                     Norcross, Georgia  30093
                          (770) 798-0700
   ------------------------------------------------------------
   (Name, Address and Telephone Number, Including Area Code, of
                        Agent for Service)

                            Copies to:
                     David A. Stockton, Esq.
                     KILPATRICK STOCKTON LLP
                   1100 Peachtree Street, N.E.
                   Atlanta, Georgia 30309-4530
                          (404) 815-6500
Calculation of Registration Fee
------------------------------------------------------------------------------------------------------------------------------
                                                       Proposed Maximum             Proposed Maximum
Title of Securities            Amount to                 Offering Price                 Aggregate                Amount of
 to be Registered            be Registered                  Per Share               Offering Price
Registration Fee
------------------------------------------------------------------------------------------------------------------------------
Class A Common Stock          989,598 shares                  $21.50                    $21,276,357               $6,477.38
Determined in accordance with Rule 457(c) under the
Securities Act of 1933, based on $21.50, the average of the high
and low prices on the New York Stock Exchange on August 18, 1997.
/FN
PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

               The following documents are incorporated by
reference into this Registration Statement and are deemed to be a
part hereof from the date of the filing of such documents:

     (1)  The prospectus dated June 4, 1997, filed by the
          Registrant pursuant to Rule 424(b) under the Securities
          Exchange Act of 1934, as amended (the "Exchange Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of the Exchange Act, since the
          end of the fiscal year covered by the prospectus
          referred to in item 1 above.

     (3)  The description of the Class A Common Stock contained
          in the Registrant's registration statement on Form 8-A,
          dated March 26, 1997, including all amendments or
          reports filed for the purpose of updating such
          description.

     (4)  All other documents subsequently filed by the
          Registrant pursuant to Sections 13(a), 13(c), 14 and
          15(d) of the Exchange Act prior to the filing of a
          post-effective amendment which indicates that all
          securities offered pursuant to this Registration
          Statement have been sold or which deregisters all
          securities that remain unsold.

ITEM 4.   DESCRIPTION OF SECURITIES

          Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

          As provided under Georgia law, the Company's Articles
          of Incorporation provide that a director shall not be
          personally liable to the Company as a director, except
          that such provisions shall not limit the liability of a
          director (a) for any appropriation, in violation of his
          duties, of any business opportunity of the Company; (b)
          for acts or omissions which involve intentional
          misconduct or a knowing violation of law; (c) for
          unlawful corporate distributions or (d) for any
          transactions from which the director receives an
          improper benefit.

          Under Article V of the Company's Bylaws, the Registrant
          is required to indemnify its directors and officers to
          the fullest extent permitted by Georgia law.  The
          Georgia Business Corporation Code provides that a
          corporation may indemnify its directors, officers and

                               -2-
agents against judgments, fines, penalties, amounts
          paid in settlement and expenses, including attorneys'
          fees, resulting from various types of legal actions or
          proceedings if the actions of the party being
          indemnified meet the standards of conduct specified
          therein.  Determinations concerning whether the
          applicable standard of conduct has been met can be made
          by (a) a majority of the disinterested directors; (b) a
          majority of a committee of disinterested directors; (c)
          independent legal counsel or (d) an affirmative vote of
          a majority of shares held by the disinterested
          shareholders.  No indemnification may be made to or on
          behalf of a corporate director, officer, employee or
          agent (i) in connection with a proceeding by or in
          right of the Company in which such person was adjudged
          liable to the Company or (ii) in connection with any
          other proceeding in which said person was adjudged
          liable on the basis that personal benefit was
          improperly received by him.

          The Company has entered into Indemnification Agreements
          with certain of its directors and officers (the
          "Indemnified Parties").  Under the terms of the
          Indemnification Agreements, the Company is required to
          indemnify the Indemnified Parties against certain
          liabilities arising out of their service for the
          Company.  The Indemnification Agreements require the
          Company (i) to indemnify each Indemnified Party to the
          fullest extent permitted by law; (ii) to provide
          coverage for each Indemnified Party under the Company's
          directors and officers liability insurance policy and
          (iii) to advance certain expenses incurred by an
          Indemnified Party.  The Indemnification Agreements
          provide limitations on the Indemnified Party's rights
          to indemnification in certain circumstances.

          The Company's directors and officers are insured
against losses arising from any claim against them as such for
wrongful acts or omissions, subject to certain limitations.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

          Not Applicable.

                               -3-
ITEM 8.   EXHIBITS

     The exhibits included as part of this Registration
Statement are as follows:

Exhibit Number                Description

* 4(a)                        Amended and Restated Articles of
                              Incorporation of the Registrant, as
                              amended (included as Exhibit 3.1 to
                              the Registration Statement on Form
                              S-1 No. 333-24043).

* 4(b)                        Amended and Restated Bylaws of the
                              Registrant (included as Exhibit 3.2
                              to the Registration Statement on
                              Form S-1 No. 333-24043).

5(a) & 23(a)                  Opinion and Consent of Counsel to
                              Registrant

23(b)                         Consent of Ernst & Young LLP

24(c)                         Power of Attorney (See signature
                                page)

* 99.1                        Employee Stock Option Plan I
                                 (included as Exhibit 10.5 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.2                        Employee Stock Option Plan II
                                 (included as Exhibit 10.6 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.3                        Stock Option Agreement between the
                                 Registrant and Gerald V.
                                 Gurbacki (included as Exhibit
                                 10.7 to the Registration
                                 Statement on Form S-1 No. 333-
                                 24043)

* 99.4                        Non-Employee Directors Stock Option
                                 Plan (included as Exhibit 10.8
                                 to the Registration Statement on
                                 Form S-1 No. 333-24043)

___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.

                               -4-
ITEM 9.  UNDERTAKINGS

          (a)  The undersigned Registrant hereby undertakes: (1)
to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement,
to include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement; (2) that, for the purpose of determining
any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; (3) to remove from
registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the
termination of the offering.

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

          (c)  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, the latest annual
report to security holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-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 specifically incorporated by
reference in the prospectus to provide such interim financial
information.

                               -5-
(d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling 
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

                               -6-
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 Atlanta, State of Georgia, on August 7, 1997.

                              PAMECO CORPORATION

                              By: /s/ Walt Wilcox
                                 Name: Walt Wilcox
                                 Title: Vice President - Finance/Controller

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald V.
Gurbacki as attorney-in-fact, having the power of substitution,
for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 and to file the same, with
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may 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 indicated on August 7, 1997.

/s/ James R. Balcom, Jr.         Chairman
      JAMES R. BALKCOM, Jr.

/s/ Gerald V. Gurbacki           Chief Executive Officer
      GERALD V. GURBACKI         and Director
                                 (Principal Executive
                                 Officer)
/s/ Walt Wilcox
      WALT WILCOX                Vice President -
                                 Finance/Controller
                                 (Principal Financial and
                                 Accounting Officer)

/s/ G. Thomas Braswell, Jr.      Director
      G. THOMAS BRASWELL, Jr.

/s/ Michael H. Bulkin            Director
      MICHAEL H. BULKIN

/s/ Earl Dolive                  Director
      EARL DOLIVE

/s/ H. Whitney Wagner            Director
      H. WHITNEY WAGNER

/s/ Thomas G. Weld               Director
      THOMAS G. WELD

/s/ Richard Bearse               Director
    RICHARD BEARSE
                              -7-
EXHIBIT INDEX
                                TO
                REGISTRATION STATEMENT ON FORM S-8

Exhibit Number                Description

* 4(a)                        Amended and Restated Articles of
                              Incorporation of the Registrant, as
                              amended (included as Exhibit 3.1 to
                              the Registration Statement on Form
                              S-1 No. 333-24043).

* 4(b)                        Amended and Restated Bylaws of the
                              Registrant (included as Exhibit 3.2
                              to the Registration Statement on
                              Form S-1 No. 333-24043).

5(a) & 23(a)                  Opinion and Consent of Counsel to
                              Registrant

23(b)                         Consent of Ernst & Young LLP

24(c)                         Power of Attorney (See signature
                               page)

* 99.1                        Employee Stock Option Plan I
                                 (included as Exhibit 10.5 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.2                        Employee Stock Option Plan II
                                 (included as Exhibit 10.6 to the
                                 Registration Statement on Form
                                 S-1 No. 333-24043)

* 99.3                        Stock Option Agreement between the
                                 Registrant and Gerald V.
                                 Gurbacki (included as Exhibit
                                 10.7 to the Registration
                                 Statement on Form S-1 No. 333-
                                 24043)

* 99.4                        Non-Employee Directors Stock Option
                                 Plan (included as Exhibit 10.8
                                 to the Registration Statement on
                                 Form S-1 No. 333-24043)

___________________
* Incorporated by reference to the Registrant's Registration
Statement on Form S-1 (File No. 333-24043) filed with the
Commission on March 27, 1997, and amendments thereto.