As filed with the Securities and Exchange Commission on January 7, 1998.

                      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)

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

         Pameco Corporation 1997 Employee Stock Purchase Plan
         ----------------------------------------------------
                     (Full Title of the Plan)

                            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:
                        James Steinberg, 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         500,000 shares                $18.34                    $9,170,000               $2,705.15

<FN>
<F1> Determined in accordance with Rule 457(c) under the Securities Act of
     1933, based on $18.34, the average of the high and low prices on the New
     York Stock Exchange on December 31, 1997.
</FN>
/TABLE
<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 Registrant's Prospectus dated June 4, 1997, filed
          pursuant to Rule 424(b) under the Securities Act of
          1933, as amended (the "Securities Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of Securities Exchange Act of
          1934, as amended (the "Exchange Act"), since the filing
          of the Prospectus.

     (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


                              -2-
<PAGE>
          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
          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                             Pameco Corporation 1997 Employee
                              Stock Purchase Plan.

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23                            Consent of Ernst & Young LLP


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, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.

          (c)  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 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

                              -4-
<PAGE>
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.



                              -5-
<PAGE>
                          SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 January 7, 1998.

                              PAMECO CORPORATION

                              By: /s/ Theodore R. Kallgren
                                  -------------------------------
                                  Theodore R. Kallgren
                                  Chief Financial Officer



                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Theodore R.
Kallgren 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, this
Registration Statement has been signed by the following persons
in the capacities indicated on January 7, 1998.


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

/s/ Gerald V. Gurbacki           Chief Executive Officer and Director
GERALD V. GURBACKI               (Principal Executive Officer)

/s/ Theodore R. Kallgren         Chief Financial Officer
THEODORE R. KALLGREN             (Principal Financial and Accounting
                                 Officer)

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

___________________________      Director
MICHAEL H. BULKIN


                              -6-
<PAGE>
__________________________       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                             Pameco Corporation 1997 Employee Stock
                              Purchase Plan.

5                             Opinion and Consent of Kilpatrick Stockton
                              LLP, counsel to the Registrant

23                            Consent of Ernst & Young LLP
[{"type": "S-8", "sequence": "1", "description": "PAMECO CORPORATION", "secsgml_size_bytes": 14039}]
{"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": "333-43849", "film-number": "98502362"}, "business-address": {"street1": "1000 CENTER PL", "city": "NORCROSS", "state": "GA", "zip": "30093", "phone": "7707980700"}, "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 January 7, 1998.

                      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)

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

         Pameco Corporation 1997 Employee Stock Purchase Plan
         ----------------------------------------------------
                     (Full Title of the Plan)

                            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:
                        James Steinberg, 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         500,000 shares                $18.34                    $9,170,000               $2,705.15
Determined in accordance with Rule 457(c) under the Securities Act of
     1933, based on $18.34, the average of the high and low prices on the New
     York Stock Exchange on December 31, 1997.
/TABLE
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 Registrant's Prospectus dated June 4, 1997, filed
          pursuant to Rule 424(b) under the Securities Act of
          1933, as amended (the "Securities Act").

     (2)  All other reports filed by the Registrant pursuant to
          Section 13(a) or 15(d) of Securities Exchange Act of
          1934, as amended (the "Exchange Act"), since the filing
          of the Prospectus.

     (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

                              -2-
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
          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                             Pameco Corporation 1997 Employee
                              Stock Purchase Plan.

5                             Opinion and Consent of Kilpatrick
                              Stockton LLP, counsel to the
                              Registrant

23                            Consent of Ernst & Young LLP

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, 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, each filing of the Registrant's annual report pursuant to
Section 13(a) or 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.

          (c)  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 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

                              -4-
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.

                              -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 January 7, 1998.

                              PAMECO CORPORATION

                              By: /s/ Theodore R. Kallgren
                                  -------------------------------
                                  Theodore R. Kallgren
                                  Chief Financial Officer

                        POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Theodore R.
Kallgren 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, this
Registration Statement has been signed by the following persons
in the capacities indicated on January 7, 1998.

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

/s/ Gerald V. Gurbacki           Chief Executive Officer and Director
GERALD V. GURBACKI               (Principal Executive Officer)

/s/ Theodore R. Kallgren         Chief Financial Officer
THEODORE R. KALLGREN             (Principal Financial and Accounting
                                 Officer)

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

___________________________      Director
MICHAEL H. BULKIN

                              -6-
__________________________       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                             Pameco Corporation 1997 Employee Stock
                              Purchase Plan.

5                             Opinion and Consent of Kilpatrick Stockton
                              LLP, counsel to the Registrant

23                            Consent of Ernst & Young LLP