FORM 10-Q
                                   ---------

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
(Mark One)

[ X ]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended              June 30, 1998
                     -----------------------------------------------------------

                                       OR

[    ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
        SECURITIES EXCHANGE ACT OF 1934


For the transition period from                     to 
                              --------------------   ---------------------------


Commission File No.                   0-9600
                   -------------------------------------------------------------


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


               New York                                   16-0961040
----------------------------------          ------------------------------------
   (State or Other Jurisdiction of          (IRS Employer Identification Number)
    Incorporation or Organization)
    
    
    
2364 Leicester Rd., Leicester, New York                     14481
----------------------------------------         -------------------------------
(Address of Principal Executive Offices)                  (ZIP Code)



Registrant's telephone number, including area code:   (716) 382-3223
                                                   -----------------------------



Securities registered under Sec. 12(g) of the Act:

                           $.01 Par Value Common Stock
--------------------------------------------------------------------------------
                                (Title of Class)



The Registrant has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months and has
been subject to such filing requirements for the past 90 days.

      Yes [ X ]   No [    ]

As of June 30, 1998, there were outstanding 6,895,796 shares of the Company's
Common Stock, $.01 Par Value.  Options for 881,479 shares of the Company's
Common Stock are outstanding but have not yet been exercised.  Shares to cover
the options will not be issued until they are exercised.




                          CPAC, INC. AND SUBSIDIARIES
                           --------------------------

                                     INDEX
                                     -----


PART I   FINANCIAL INFORMATION                                             PAGE
         ---------------------                                             ----

  Item 1.   Financial Statements

         CPAC, Inc. and Subsidiaries Consolidated
            Balance Sheets - June 30, 1998 (Unaudited),
            and March 31, 1998                                               3

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Operations - Three Months Ended
            June 30, 1998, and June 30, 1997 (Unaudited)                     4

         CPAC, Inc. and Subsidiaries Consolidated
            Statements of Cash Flows - Three Months Ended
            June 30, 1998, and June 30, 1997 (Unaudited)                     5

         Notes to Consolidated Financial Statements                          6

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                              8

PART II  OTHER INFORMATION
         -----------------

  Item 1.   Legal Proceedings                                               12

  Item 2.   Changes in Securities                                           12

  Item 3.   Defaults Upon Senior Securities                                 12

  Item 4.   Submission of Matters to a Vote of
            Security Holders                                                12

  Item 5.   Other Information                                               12

  Item 6.   Exhibits and Reports on Form 8-K                                12

SIGNATURE PAGE                                                              14

EXHIBIT INDEX                                                               15




<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                                    CONSOLIDATED BALANCE SHEETS
                                                    ---------------------------
                                                               ASSETS
                                                               ------
<CAPTION>
                                                                                 JUNE 30, 1998           MARCH 31, 1998
                                                                                 --------------          --------------
                                                                                  (Unaudited)                (Note)
<S>                                                                            <C>                     <C>
Current assets:
   Cash and cash equivalents                                                   $      5,127,375        $      5,226,128
   Accounts receivable (net of allowance for doubtful
     accounts of $830,000 and $840,000, respectively)                                15,742,743              16,391,436
   Inventory                                                                         19,340,955              21,000,688
   Prepaid expenses and other current assets                                          2,906,884               3,009,022
                                                                               ----------------        ----------------
        Total current assets                                                         43,117,957              45,627,274
Property, plant and equipment, net                                                   18,056,050              17,622,680
Goodwill and intangible assets (net of amortization of
   $1,934,637 and $1,954,712, respectively)                                          13,640,762              13,775,411
Other assets                                                                          1,591,412               1,595,794
                                                                               ----------------        ----------------
                                                                               $     76,406,181        $     78,621,159
                                                                               ================        ================
<CAPTION>
                                                LIABILITIES AND SHAREHOLDERS' EQUITY
                                                ------------------------------------
<S>                                                                            <C>                     <C>
Current liabilities:
   Current portion of long-term debt                                           $         93,141        $        124,349
   Accounts payable                                                                   5,098,182               5,473,254
   Accrued payroll and related expenses                                               1,972,149               2,287,638
   Accrued income taxes payable                                                         944,079                 448,523
   Other accrued expenses and liabilities                                             3,506,204               3,802,188
                                                                               ----------------        ----------------
     Total current liabilities                                                       11,613,755              12,135,952

Long-term debt, net of current portion                                                6,578,928               9,892,481
Other long-term liabilities                                                           3,798,278               3,737,965
Shareholders' equity:
   Common stock, par value $0.01 per share;
     Authorized 20,000,000 shares;
     Issued 6,981,103 shares and 6,996,556 shares,
        respectively                                                                     69,811                  69,966
   Additional paid-in capital                                                        23,900,273              24,057,178
   Retained earnings                                                                 31,790,094              30,531,085
   Accumulated other comprehensive income                                              (754,770)             (1,213,280)
                                                                               ----------------        ----------------
                                                                                     55,005,408              53,444,949
Less:  Treasury stock, at cost, 85,307 shares                                          (590,188)               (590,188)
                                                                               ----------------        ----------------
   Total shareholders' equity                                                        54,415,220              52,854,761
                                                                               ----------------        ----------------
                                                                               $     76,406,181        $     78,621,159
                                                                               ================        ================
<FN>
           Note:  The balance sheet at March 31, 1998 has been taken from the audited financial statements of that date.
</TABLE>


<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                    ---------------------------
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                               --------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                  JUNE 30, 1998 AND JUNE 30, 1997
                                                   ------------------------------

                                                             UNAUDITED
                                                              --------




<CAPTION>
                                                                              1998                        1997
                                                                              ----                        ----
<S>                                                                    <C>                          <C>
Net sales                                                              $      27,006,710            $     22,023,718
                                                                       -----------------            ----------------

Costs and expenses:
   Cost of sales                                                              15,111,596                  11,733,628
   Selling, administrative and
     engineering expenses                                                      9,409,650                   7,370,591
   Research and development expense                                              180,380                     165,170
   Interest expense, net                                                         183,075                     (67,872)
                                                                       -----------------            ----------------

                                                                              24,884,701                  19,201,517
                                                                       -----------------            ----------------

Income before income tax expense                                               2,122,009                   2,822,201

Provision for income tax expense                                                 863,000                   1,145,000
                                                                       -----------------            ----------------

        Net income                                                     $       1,259,009            $      1,677,201
                                                                       =================            ================

Income per common share:
   Basic                                                               $            0.18            $           0.23
                                                                       =================             ===============
   Diluted                                                             $            0.18            $           0.23
                                                                       =================            ================
Average common shares outstanding:
   Basic                                                                       6,912,321                   7,149,837
                                                                       =================            ================
   Diluted                                                                     6,980,328                   7,236,755
                                                                       =================            ================


</TABLE>

<TABLE>
                                                    CPAC, INC. AND SUBSIDIARIES
                                                     ---------------------------
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               --------------------------------------
                                                     FOR THE THREE MONTHS ENDED
                                                     --------------------------
                                                  JUNE 30, 1998 AND JUNE 30, 1997
                                                   ------------------------------

                                                             UNAUDITED
                                                              --------

<CAPTION>
                                                                                        1998                   1997
                                                                                        ----                   ----
<S>                                                                               <C>                    <C>
Cash flows from operating activities:
   Net income                                                                     $    1,259,009         $    1,677,201
                                                                                  --------------         --------------
   Adjustments to reconcile net income to net
     cash provided by (used in) operating activities:
        Depreciation and amortization                                                    625,836                555,979
        Amortization of intangible assets                                                132,957                 64,563
   Changes in assets and liabilities, net of effects of
     business acquisitions:
        Accounts receivable                                                              846,995                116,218
        Inventory                                                                      1,895,592                896,871
        Accounts payable                                                                (374,654)               369,581
        Accrued expenses & liabilities                                                   (85,697)               (67,545)
        Other changes, net                                                               301,584                 90,176
                                                                                  --------------         --------------
          Total adjustments                                                            3,342,613              2,025,843
                                                                                  --------------         --------------
            Net cash provided by operating activities                                  4,601,622              3,703,044
                                                                                  --------------         --------------

Cash flows from investing activities:
   Purchase of property, plant, and equipment, net                                      (861,999)              (470,195)
   Business acquisition, net of cash acquired                                           (312,563)
                                                                                  --------------         --------------
        Net cash used in investing activities                                         (1,174,562)              (470,195)
                                                                                  --------------         --------------

Cash flows from financing activities:
   Common stock repurchase                                                              (274,138)
   Issuance of common stock                                                               84,078                 73,950
   Repayment of long-term borrowings                                                  (3,344,762)              (106,305)
                                                                                  --------------         --------------
        Net cash used in financing activities                                         (3,534,822)               (32,355)
                                                                                  --------------         --------------
   Effect of exchange rate changes on cash                                                 9,009                 (3,076)
                                                                                  --------------         --------------

        Net increase (decrease) in cash and cash equivalents                             (98,753)             3,197,418
Cash and cash equivalents - beginning of period                                        5,226,128             15,106,868
                                                                                  --------------         --------------
Cash and cash equivalents - end of period                                         $    5,127,375         $   18,304,286
                                                                                  ==============         ==============
</TABLE>




                          CPAC, INC. AND SUBSIDIARIES
                          ---------------------------
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                                   UNAUDITED
                                    --------


1 - CONSOLIDATED FINANCIAL STATEMENTS
   ----------------------------------
    The consolidated balance sheets, the consolidated statements of operations
and the consolidated statements of cash flows for the three-month periods ended
June 30, 1998 and June 30, 1997 have been prepared by the Company without audit.
In the opinion of management, all adjustments necessary to present fairly the
financial position, results of operations, and changes in cash flows at June 30,
1998 (which include only normal recurring adjustments), have been made.

    Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these consolidated
financial statements be read in conjunction with the financial statements and
notes thereto included in the Company's March 31, 1998, annual report to
shareholders.  The results of operations for the three months ended June 30,
1998, are not necessarily indicative of the operating results for the full year.


2 - INVENTORY
    ---------
    Inventory is summarized as follows:
                                               JUNE 30, 1998    MARCH 31, 1998
                                               -------------    --------------

     Raw materials and purchased parts         $  7,974,129      $ 7,086,847
     Work-in-process                              1,057,473          936,072
     Finished goods                              10,088,587       12,717,444
     Promotional supplies                           220,766          260,325
                                                - ----------      -----------
                                               $ 19,340,955      $21,000,688
                                                ============     ===========


3 - EARNINGS PER SHARE
   -------------------
    Basic earnings per share are based upon the weighted-average number of
common shares outstanding during the period.  Diluted net income per share is
computed using the weighted-average common shares outstanding during the period
plus the dilutive effect of shares issuable through stock options and warrants.
The shares used in calculating basic and diluted earnings per share are
reconciled as follows:

                                        THREE MONTHS ENDED JUNE 30,
                                           1998              1997
                                           ----              -----
     Basic weighted average number
        of shares outstanding              6,912,321      7,149,837

     Effect of dilutive stock options         68,007         86,918

     Dilutive shares outstanding           6,980,328      7,236,755


    Unexercised stock options to purchase 691,597 and 421,500 shares of the
Company's common stock as of June 30, 1998 and 1997, respectively, were not
included in the computations of diluted EPS because the options' exercise prices
were greater then the average market price of the Company's common stock during
the respective periods.  These options, issued at various dates from 1995 to
1998, are still outstanding at the end of the period.


4 - ACQUISITION
   ------------
    On April 1, 1998, the Company acquired certain operating assets of
PerfectView, a manufacturer of illuminators (lightboxes) for viewing x-ray film,
for approximately $313,000 in cash, and assumption of certain liabilities, for a
total asset purchase price of approximately $342,000.  PerfectView had
historical revenues of approximately $700,000.  Manufacturing has been moved to
the Company's Equipment Division operation and it is expected that this product
will provide cross-selling opportunities in the Company's Imaging Segment, as
products can be sold through the Company's medical and dental sales force, as
well as direct to Imaging customers.  Pro forma information is not provided, as
the impact of the acquisition on the consolidated results of operations of the
Company was not material.


5 - COMPREHENSIVE INCOME
   ---------------------
    The Company adopted Statement of Financial Standards No. 130, "Reporting
Comprehensive Income" as of April 1, 1998.  Other comprehensive income includes
foreign currency translation adjustments.  Total comprehensive income is
summarized as follows:

                                           JUNE 30, 1998          JUNE 30, 1997
                                           -------------          -------------
     Net income                              $ 1,259,009            $ 1,677,201

     Other comprehensive income (expense)        458,510               (299,077)
                                             -----------            -----------

     Total comprehensive income              $ 1,717,519            $ 1,378,124
                                             ===========            ===========


6 - LITIGATION
   -----------
    No material litigation is pending to which the Company and/or its
subsidiaries are a party, or which property of the Company and/or its
subsidiaries is the subject.



ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           -----------------------------------------------------------
           AND RESULTS OF OPERATIONS
           -------------------------


                        LIQUIDITY AND CAPITAL RESOURCES
                         -------------------------------

    During the first quarter, the outstanding balance on the Company's domestic
line of credit was reduced to zero, through utilization of previously invested
cash, and internally generated cash flows.  In addition, the Company continued
their stock buy-back program announced during fiscal 1998, with the Company
spending approximately $274,000 through June 30, 1998 to acquire over 26,000
shares of the Company's $.01 par common stock.

    Effective July 10, 1998, the Company renegotiated its borrowing agreement
with NationsBank, increasing its borrowing capacity under the line of credit
facility to $20,000,000.  The interest rate continues to be the lower of prime
or the 30-day LIBOR rate plus .75%.  The line of credit facility matures on
October 31, 2000, and requires meeting certain financial covenants, with which
the Company was in compliance at June 30, 1998.

    The Company continues to maintain over $3.4 million in short-term
investments which it can use for other working capital needs.

    The Company also maintains a line of credit facility with a major Belgian
bank, which was not utilized at June 30, 1998.  The amount available is 22.9
million Belgian francs (approximately $619,000 based on June 30, 1998 conversion
rate for the Belgian franc).

    The working capital ratios at June 30, 1998, March 31, 1998, and June 30,
1997 were 3.71 to 1, 3.76 to 1, and 5 to 1.  The decrease in working capital at
June 30, 1998 as compared to March 31, 1998 and June 30, 1997 is the result of
debt reduction, capital expenditures, and financing of the PerfectView
acquisition.

    Management believes that the remaining invested funds, coupled with existing
available lines of credit, and cash flows from operations should be adequate to
meet normal working capital needs, based on operations as of June 30, 1998.  It
is expected that additional financing may be necessary to allow the Company to
pursue future acquisitions.


ASSET TURNOVER RATIOS
---------------------
                            JUNE 30, 1998       MARCH 31, 1998     JUNE 30, 1997
                            --------------      --------------     -------------
    (1) Receivables-days
           outstanding           54.1 days         51.9 days         56.6 days

    (2) Annual inventory
           turns                 3.0 times         3.1 times         2.8 times

     At June 30, 1998, the increase in days outstanding is due to a lengthening
in some Fuller Brand customer receivable terms over the previous quarter.
Imaging customers typically average 90 days outstanding, versus Fuller Brands
segment customers, which, due to Stanley's predominantly cash sales, generally
have shorter payment terms.

     The increase in inventory turns for the quarter ended June 30, 1998
compared to the quarter ended June 30, 1997 is a function of the concerted
efforts to more closely match inventory levels with current sales conditions.


                             RESULTS OF OPERATIONS
                             ---------------------

    For purposes of financial reporting, the Company operates in two industry
segments:  the Cleaning and Personal Care Products segment now known as the
"Fuller Brands" segment, which includes the manufacture and sale of specialty
chemical cleaning products and related accessories (brushes, brooms, mops) for
commercial, janitorial, and consumer use, as well as personal care products such
as soaps, shampoos, and skin care items, and the Imaging segment which includes
the manufacture and sale of prepackaged chemical formulations, supplies, and
equipment systems to the imaging industry.  The products of each segment are
manufactured and marketed both in the U.S. and in other parts of the world.
Sales between segments are not material.

    Sales for the quarter ended June 30, 1998 increased 22.6% over the quarter
ended June 30, 1997.  Sales for the quarter in the Fuller Brands segment have
increased 52.0% compared with the quarter ended June 30, 1997, as a result of
the acquisition of the Cleaning Technologies Group.  For the Imaging segment,
overall sales for the quarter ended June 30, 1998, decreased 8.3% over the
quarter ended June 30, 1997, primarily as the result of decreased chemical sales
in the U.S. color photochemical market.

    Gross margins were 44.0% for this quarter versus 44.0% for the year ended
March 31, 1998, and 46.7% for the same quarter last year.  Gross margins in the
Fuller Brands segment have decreased to 47.0% from 47.4% for the year ended
March 31, 1998, and 53.8% for the same quarter last year, partly as a result of
the inclusion of the Cleaning Technologies Group's business, which historically
has operated at a lower margin than Fuller and Stanley's operations.  Also,
continued lower Fuller and Stanley direct sales lowered the blended gross margin
for the segment.  Gross margins in the Imaging segment were 38.9% as compared to
38.6% for the year ended March 31, 1998, and 39.3% for the same quarter last
year.  The slight increase from March 31, 1998 gross margins is largely
attributable to improved performance in the foreign photochemical industry,
especially at CPAC Italia.  The Company does not expect substantial margin
improvement as it is anticipated that newer contracts obtained will be at
reduced margins in both the Fuller Brands and Imaging segments.

    Selling, administrative, and engineering costs this quarter were 34.8%,
versus 31.7% for the year ended March 31, 1998, versus 33.5% for the same
quarter last year.  In the Fuller Brands segment, selling, administrative, and
engineering costs for this quarter increased to 37.7% from 34.6% for the year
ended March 31, 1998, and 37.3% for the same quarter last year.  The quarter's
increase as compared to year ended March 31, 1998 is partly attributable to
increased marketing and promotional expenses in an attempt to increase the
Direct Selling business of Fuller and Stanley Home Products.  In the Imaging
segment, selling, administrative, and engineering costs for this quarter
increased to 30.9% from 28.1% for the year ended March 31, 1998, and 30.4%
incurred in the same quarter last year.  Although the actual dollars expended in
selling, general, and engineering expenses are down for the quarter, the
percentage increase, as it relates to sales, is largely a result of the decline
in Imaging sales as compared to previous periods.

    Net interest expense increased significantly for the quarter ended June 30,
1998 versus the quarter ended June 30, 1997, due to the decrease in cash and
short term invested funds that existed at June 30, 1997, prior to the
acquisition of the Cleaning Technologies Group.

    The Provision for income taxes as a percentage of pretax income for the
quarter was 40.7% versus 40.6% for the quarter ended June 30, 1997.  It is
expected that the effective rate may increase slightly in future quarters due to
increased state income taxes as a result of the Cleaning Technologies Group
acquisition, and increased foreign taxes, due to higher profits from the
Company's foreign operations.

    Net income for the quarter ended June 30, 1998, decreased 24.9% over the
quarter ended June 30, 1997, due primarily to the shortfall in the domestic
photochemistry operation's profits (as well as the sales shortfall in the Fuller
Brands' operations).


FOREIGN OPERATIONS
------------------

    Foreign operations' results were mixed in the first quarter as compared to
the same quarter in fiscal 1998.  Sales in Europe decreased 11.8% for the
quarter, compared to the similar period in fiscal 1998, while sales in Italy
were up 5% for the quarter.  CPAC Europe's sales and profits are expected to
improve in the second quarter, while Italy's results continue to look favorable.
However, currency impacts from a stronger US dollar may continue to negatively
effect sales and profits after translation for both operations.

    The Company has exposure to currency fluctuations and has utilized
conservative hedging programs (primarily forward foreign currency exchange
contracts), to help minimize the impact of these fluctuations on results of
operations.  The Company does not hold or issue derivatives for trading purposes
and is not a party to leveraged derivatives transactions.  On a consolidated
basis, foreign currency exchange losses are not material to the results of
operations.


YEAR 2000
---------

     The Company has undertaken a formal evaluation of all of its date-sensitive
computer systems and other equipment utilized in its various administrative and
manufacturing operations to ensure it will not be adversely impacted by Year
2000 software failures.  The Company is also communicating with vendors,
suppliers, and others with which it does business to understand their Year 2000
conversion efforts to ensure that they are Year 2000 compliant.  The Company
does not believe that the costs of achieving Year 2000 compliance will
materially impact the results of its operations or financial position.  However,
if the Company, its customers, or vendors are unable to resolve such processing
issues in a timely manner, it could result in a material financial risk.  The
Company plans to devote the necessary resources to resolve significant Year 2000
issues in a timely manner.


FORWARD-LOOKING INFORMATION
---------------------------

    This Form 10-Q contains forward-looking statements that are based on current
expectations, estimates and projections about the industries in which the
Company operates, as well as management's beliefs and assumptions.  Words such
as "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words and similar expressions are intended to
identify such forward-looking statements.  These statements are not guarantees
of future performance and involve certain risks, uncertainties and assumptions
("Future Factors") which are difficult to predict.  Therefore, actual outcomes
and results may differ materially from what is expressed or forecasted in such
forward-looking statements.  The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information,
future events or otherwise.

    The Future Factors that may affect the operations, performance and results
of the Company's business include the following:

   a. general economic and competitive conditions in the markets and
      countries in which the Company operates, and the risks inherent in
      international operations;

   b. the Company's ability to continue to control and reduce its costs of
      production;

   c. the level of demand for the Company's Imaging products and impact of
      digital imaging;

   d. the level of competition and consolidation within the imaging
      industry;

   e. the effect of changes in the distribution channels for Fuller Brands;

   f. the level of demand for Fuller Brands' contract manufactured products;
      and

   g. the strength of the U.S. dollar against currencies of other countries
      where the Company operates, as well as cross-currencies between the
      Company's operations outside of the U.S. and other countries with whom
      they transact business.


    Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in the forward-looking statements.  The Company does not intend
to update forward-looking statements.



                                    PART II
                                    -------
                               OTHER INFORMATION
                               -----------------

Item 1. Legal Proceedings
        -----------------
        None

Item 2. Changes in Securities
        --------------------
        None

Item 3. Defaults Upon Senior Securities
        ------------------------------
        None

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
        None

Item 5. Other Information
        -----------------
        None
Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
     a. Exhibits

      The following Exhibits, as applicable, are attached to this Quarterly
      Report (Form 10-Q).  The Exhibit Index is found on the page immediately
      succeeding the signature page and the Exhibits follow on the pages
      immediately succeeding the Exhibit Index.

        (2)  Plan of acquisition, reorganization, arrangement, liquidation, or
             succession
             Not applicable

        (3)  Articles of incorporation, By-laws
             3.1  Certificate of Incorporation, as amended September 11, 1996,
                  incorporated herein by reference to Form 10-Q, filed for the
                  period ended September 30, 1996

             3.2  By-laws, as amended, incorporated herein by reference to Form
                  10-K, filed for period ended March 31, 1989

        (4)  Instruments defining the rights of security holders, including
             indentures
             4.1  Loan Agreement dated February 9, 1994, and Letter of
                  Commitment dated December 16, 1993, incorporated herein by
                  reference to Form 10-K filed for period ended March 31, 1994,
                  as amended by Exhibits 99.1 to 99.3 filed as Exhibits to the
                  Form 10-Q for the quarter ended December 31, 1994, and
                  amended by Letter of extension and increase dated October 29,
                  1996, filed as Exhibit 99.1 to Form 10-Q for the quarter
                  ended September 30, 1996, and further amended by First
                  Amendment to Second Amended and Restated Loan Agreement dated
                  October 31, 1996, filed as Exhibit 4.1 to Form 10-Q for the
                  quarter ended December 31, 1996, and further amended by
                  Agreement dated September 12, 1997 filed as Exhibit 99.1 to
                  Form 10-Q for the quarter ended September 30, 1997, and
                  further amended by Second Amendment to Second Amended and
                  Restated Loan Agreement dated July 10, 1998, filed as
                  Exhibit 4.1 to Form 10-Q for the quarter ended June 30, 1998

        (10) Material contracts
             Not applicable

        (11) Statement re computation of per share earnings (loss)
             Not applicable

        (15) Letter re unaudited interim financial information
             Not applicable

        (18) Letter re change in accounting principles
             Not applicable

        (19) Report furnished to security holders
             Not applicable

        (22) Published report regarding matters submitted to vote of security
             holders
             Not applicable

        (23) Consents of experts and counsel
             Not applicable

        (24) Power of attorney
             Not applicable

        (27) Financial data schedule

        (99) Additional exhibits
             Not applicable

     b. Reports Filed on 8-K

        None



                                   SIGNATURES
                                   ----------

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                                          CPAC, INC.


Date        August 12, 1998                 By  /s/ Thomas N. Hendrickson
     ----------------------------               --------------------------------
                                                Thomas N. Hendrickson,
                                                President,
                                                Chief Executive Officer,
                                                Treasurer


Date        August 12, 1998                 By  /s/ Thomas J. Weldgen
     ----------------------------               --------------------------------
                                                Thomas J. Weldgen
                                                Vice President Finance and
                                                     Chief Financial Officer


Date        August 12, 1998                 By  /s/ James W. Pembroke
     ----------------------------               --------------------------------
                                                James W. Pembroke
                                                Chief Accounting Officer


                                 EXHIBIT INDEX
                                 -------------
EXHIBIT                                                                    PAGE
-------                                                                    ----

  2.   Plan of acquisition, reorganization, arrangement,
       liquidation, or succession                                            N/A

  3.   Articles of incorporation, By-Laws

       3.1   Certificate of Incorporation, as amended
             September 11, 1996, incorporated herein by reference
             to Form 10-Q, filed for the period ended
             September 30, 1996                                              N/A

       3.2   By-laws, as amended, incorporated herein by reference
             to Form 10-K, filed for period ended March 31, 1989             N/A

  4.   Instruments defining the rights of security holders,
       including indentures

       4.1    Loan Agreement dated February 9, 1994, and Letter of
              Commitment dated December 16, 1993, incorporated
              herein by reference to Form 10-K filed for period
              ended March 31, 1994, as amended by Exhibits 99.1 to
              99.3 filed as Exhibits to the Form 10-Q for the
              quarter ended December 31, 1994, and amended by
              Letter of extension and increase dated October 29,
              1996, filed as Exhibit 99.1 to Form 10-Q for the
              quarter ended September 30, 1996, and further amended
              by First Amendment to Second Amended and Restated
              Loan Agreement dated October 31, 1996, filed as
              Exhibit 4.1 to Form 10-Q for the quarter ended
              December 31, 1996, and further amended by Agreement
              dated September 12, 1997 filed as Exhibit 99.1 to
              Form 10-Q for the quarter ended September 30, 1997,
              and further amended by Second Amendment to Second
              Amended and Restated Loan Agreement dated July 10,
              1998, filed as Exhibit 4.1 to Form 10-Q for the
              quarter ended June 30, 1998                                     16

 10.   Material contracts                                                    N/A

 11.   Statement re computation of per share earnings
       (loss)                                                                N/A

 15.   Letter re unaudited interim financial information                     N/A

 18.   Letter re change in accounting principles                             N/A

 19.   Report furnished to security holders                                  N/A

 22.   Published report regarding matters submitted to
       vote of security holders                                              N/A

 23.   Consents of experts and counsel                                       N/A

 24.   Power of attorney                                                     N/A

 27.   Financial data schedule                                                44

 99.   Additional exhibits                                                   N/A