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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A
                                (Amendment #2)

(Mark One)

|X|   Annual report pursuant to section 13 or 15(d) of the Securities Exchange
      Act of 1934

      For the fiscal year ended December 31, 2000 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 number:  0-9919
                         ------

PSC Inc.
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              Exact name of registrant as specified in its charter

New York                                                              16-0969362
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State or other jurisdiction of incorporation                 IRS Employer ID No.
or organization

4800 SW Meadows Rd. Suite 300, Portland, Oregon                            97035
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Address of principal executive offices                                  Zip Code

Registrant's telephone number, including area code: 503-534-3553

           Securities registered pursuant to Section 12(b) of the Act:
           -----------------------------------------------------------
                                      None

Securities registered pursuant to Section 12(g) of the Act: Nasdaq Stock Market
----------------------------------------------------------

                          Common Stock, $.01 par value
                          ----------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) 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 (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                 Yes |X| No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K |X|.


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As of March 30, 2001, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $14,156,775. (Assumes
officers, directors and any shareholder holding 5% of the outstanding shares are
affiliates.)

As of March 30, 2001, there were 12,458,071 outstanding Common Shares.

Documents incorporated by reference:

Part III incorporates information from certain portions of PSC Inc.'s Proxy
Statement for the 2001 Annual Meeting of Shareholders to be filed with the
Securities and Exchange Commission within 120 days after the close of the fiscal
year.

PSC Inc. is filing this Amendment No. 2 on Form 10-K/A (Amendment) to its Annual
Report Form 10-K for the year ending December 31, 2000 (Form 10-K) filed with
the SEC on April 16, 2001 for the purpose of filing Exhibit 10.39 in its
entirety. A portion of said Exhibit was inadvertently not previously filed.


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                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) 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.

Date:  April 23, 2001               PSC Inc.

                                    /s/ Edward J. Borey
                                    ------------------------------------
                                          Edward J. Borey
                                          President and Chief Executive Officer
                                             and Director


Date:  April 23, 2001

                                    /s/ Chester A. Galka
                                    ------------------------------------------
                                          Chester A. Galka
                                          Director of Finance


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