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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 10-Q


(Mark One)

       |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended April 4, 1997

                                       OR

  |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                           Commission File No. 0-9919

                                    PSC INC.
          (Exact name of Registrant as Specified in Its Charter)


           New York                                     16-0969362
-------------------------------                     ------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


675 Basket Road, Webster, New York                         14580
----------------------------------                         -----
(Address of principal executive offices)                  (Zip Code)


                              (716) 265-1600
                              --------------
           (Registrant's telephone number, including area code)

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 12 months  preceding (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 |_|

As of May 9, 1997 there were 11,176,300 shares of common stock outstanding.

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<PAGE>


                            PSC Inc. AND SUBSIDIARIES

                                      INDEX

                                                      PAGE NUMBER
PART I  FINANCIAL INFORMATION

      Item 1 -Financial Statements

            Consolidated Balance Sheets as of
            April 4, 1997 (Unaudited) and
            December 31, 1996..................................3 - 4

            Consolidated Statements of Operations and
            Retained Earnings for the three
            months ended:
            April 4, 1997 (Unaudited) and
            March 31, 1996 (Unaudited) ............................5

            Consolidated Statements of Cash Flows
            for the three months ended:
            April 4, 1997 (Unaudited) and
            March 31, 1996 (Unaudited) ............................6

            Notes to Consolidated Financial
            Statements (Unaudited) ............................7 - 9

      Item 2 -Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations ......................................10 - 11

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



<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1:     Financial Statements

                            PSC Inc. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           (All amounts in thousands)
                                                          April 4,      Dec. 31,
                                                            1997           1996
                                                        (Unaudited)
                                                        -----------     --------
ASSETS

CURRENT ASSETS
     Cash and cash equivalents .....................      $  3,595      $ 10,838
     Accounts receivable, net of allowance
         for doubtful accounts of $1,107
        and $1,101, respectively ...................        29,905        29,501
     Inventories ...................................        20,381        18,306
     Prepaid expenses and other ....................         1,766         1,244
                                                             -----         -----

     TOTAL CURRENT ASSETS ..........................        55,647        59,889

PROPERTY, PLANT AND EQUIPMENT, net
     of accumulated depreciation of $9,563
     and $8,225, respectively ......................        36,544        35,612

DEFERRED TAX ASSETS ................................        23,868        24,773

INTANGIBLE AND OTHER ASSETS,
 net of accumulated amortization
 of $7,566 and $6,238, respectively ................        61,124        63,087
                                                          --------      --------


TOTAL ASSETS .......................................      $177,183      $183,361
                                                          ========      ========

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>



                            PSC Inc. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           (All amounts in thousands)
                                   (Continued)

                                                            April 4,    Dec. 31,
                                                             1997         1996
                                                          (Unaudited)
                                                          ----------    -------
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
       Current portion of long-term debt .............     $ 9,773    $   9,459
       Accounts payable ..............................      19,377       15,681
       Accrued expenses ..............................       9,383       11,448
       Accrued payroll and related employee benefits .       3,529        7,509
       Accrued acquisition related restructuring costs       2,442        4,009
                                                         ---------    ---------

      TOTAL CURRENT LIABILITIES ......................      44,504       48,106


LONG-TERM DEBT, less current maturities ..............     115,408      117,994

OTHER LONG-TERM LIABILITIES ..........................       1,645        1,960



SHAREHOLDERS' EQUITY
       Preferred shares, par value $.01;
         10,000 shares authorized, none issued .......        --           --
       Common shares, par value $.01;
         40,000 authorized, 11,176 and 11,161
         shares issued and outstanding ...............         112          112
       Additional paid-in capital ....................      54,981       54,891
       Retained earnings/(Accumulated deficit) .......     (38,562)     (39,432)
       Cumulative translation adjustment .............        (668)         (33)

       Less treasury stock, 39 shares
        repurchased, at cost .........................        (237)        (237)
                                                         ---------    ---------

      TOTAL SHAREHOLDERS' EQUITY .....................      15,626       15,301
                                                         ---------    ---------

TOTAL LIABILITIES AND SHAREHOLDERS'
   EQUITY ............................................   $ 177,183    $ 183,361
                                                         =========    =========

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>
<TABLE>

                            PSC Inc. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
             (All amounts in thousands, except per share data)
                                   (Unaudited)
<CAPTION>
                                                                 Three Months Ended
                                                              April 4,       March 31,
                                                                1997           1996
                                                                ----           ----

<S>                                                            <C>         <C>     
NET SALES ..................................................   $ 54,236    $ 21,499

COST OF SALES ..............................................     31,535      12,343
                                                               --------    --------
      Gross profit .........................................     22,701       9,156

OPERATING EXPENSES:
      Engineering, research and development ................      3,441       1,780
      Selling, general and administrative ..................     13,076       6,523
      Amortization of intangibles resulting
         from business acquisitions ........................      1,677         223
                                                               --------    --------
           Income from operations ..........................      4,507         630

INTEREST AND OTHER INCOME/(EXPENSE):
      Interest expense .....................................     (3,368)        (13)
      Interest income ......................................        151         111
      Other income/(expense) ...............................        116         (37)
                                                               --------    --------
                                                                 (3,101)         61
      Income from continuing operations before
        income tax provision ...............................      1,406         691

      Income tax provision .................................        520         256
                                                               --------    --------
      Income from continuing operations ....................        886         435
      Discontinued operations:
      Loss from discontinued operations ....................         16        --
                                                               --------    --------
      Net income ...........................................   $    870    $    435
                                                               ========    ========

NET INCOME PER COMMON &
      COMMON EQUIVALENT SHARE:
      Continuing operations ................................   $   0.08    $   0.04
      Discontinued operations ..............................       0.00        0.00
                                                               --------    --------
      Net income ...........................................   $   0.08    $   0.04
                                                               ========    ========

WEIGHTED AVERAGE NUMBER OF
    COMMON AND COMMON EQUIVALENT
    SHARES OUTSTANDING: ....................................     11,302      10,204

RETAINED EARNINGS/(ACCUMULATED DEFICIT):
      Retained earnings/(Accumulated
         deficit), beginning of period .....................   ($39,432)   $  7,548
      Net income ...........................................        870         435
                                                                    ---         ---
      Retained earnings/(Accumulated deficit), end of period   ($38,562)   $  7,983
                                                               ========    ========


</TABLE>
SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>

<TABLE>

                            PSC INC. and SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (All amounts in thousands)
                                   (Unaudited)
<CAPTION>

                                                                             Three Months Ended
                                                                          April 4,        March 31,
                                                                            1997            1996
                                                                            ----            ----

<S>                                                                        <C>              <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net  Income .....................................................       $ 870            $ 435
   Adjustments  to  reconcile  net  income
     to net cash provided by (used in) operating activities:
      Depreciation and amortization .................................      3,275            1,139
      Loss on disposition of assets .................................        109               37
      Deferred tax assets ...........................................        905               64
      Decrease (increase) in assets:
         Accounts receivable ........................................       (404)             668
         Inventories ................................................     (2,075)            (937)
         Prepaid expenses and other .................................       (522)            (130)
      Increase (decrease) in liabilities:
         Accounts payable ...........................................      3,696           (1,379)
         Accrued expenses ...........................................     (2,065)             757
         Accrued payroll and related employee benefits ..............     (4,053)            (444)
         Accrued acquisition related restructuring costs ............     (1,657)            (292)
                                                                          ------             ---- 

           Net cash used in operating activities ....................     (1,921)             (82)
                                                                          ------              --- 

CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures, net ........................................     (2,499)            (519)
   Additions to intangible and other assets, net ....................        146             (428)
   Proceeds from sale of investments ................................         --            4,167
                                                                              --            -----
           Net cash (used in) provided by investing activities ......     (2,353)           3,220
                                                                          ------            -----

CASH FLOWS FROM FINANCING ACTIVITIES:
   Additions to long-term debt ......................................       --                 --
   Principal repayments of long-term debt ...........................     (2,272)             (30)
   Payment of other long-term liabilities ...........................       (152)              --
   Exercise of stock options and sale of common stock ...............         90              118
                                                                              --              ---
           Net cash (used in) provided by financing activities ......     (2,334)              88

FOREIGN CURRENCY TRANSLATION ........................................       (635)             (33)

NET (DECREASE)/INCREASE  IN CASH AND CASH EQUIVALENTS ...............     (7,243)           3,193

CASH AND CASH EQUIVALENTS:
      Beginning of period ...........................................     10,838            5,538
                                                                        --------         --------

      End of period .................................................   $  3,595         $  8,731
                                                                        ========         ========
</TABLE>

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>


                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR  THE THREE  MONTHS  ENDED  April 4,  1997 and  March  31,  1996 
                (All amounts in thousands, except per share data)
                                   (Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    The accompanying consolidated financial statements have been prepared by the
    Company  without  audit.  In the  opinion  of  management,  these  financial
    statements include all adjustments necessary to present fairly the Company's
    financial  position as of April 4, 1997,  and the results of operations  and
    its cash flows for the three  months ended April 4, 1997 and March 31, 1996.
    The results of  operations  for the three months ended April 4, 1997 are not
    necessarily indicative of the results to be expected for the full year.

    Certain   information  and  disclosures   normally   included  in  financial
    statements   prepared  in  accordance  with  generally  accepted  accounting
    principles  have been  condensed  or  omitted.  The  accompanying  financial
    statements  should be read in conjunction with the financial  statements and
    notes thereto  included in the Company's  December 31, 1996 annual report on
    Form 10-K.

    NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

    The Company's accounts for net income per common and common equivalent share
    in accordance with the provisions of Accounting Principles Board Opinion No.
    15 (APB No. 15). In March 1997,  Statement of Financial Accounting Standards
    No.  128 (SFAS No.  128),  "Earnings  per Share"  was  issued.  SFAS No. 128
    replaces  primary  Earnings  Per Share  (EPS) with  basic EPS.  Basic EPS is
    computed by dividing reported earnings  available to common  stockholders by
    weighted   average  shares   outstanding.   No  dilution  for  common  share
    equivalents  is included.  Fully  diluted  EPS, now called  diluted EPS,  is
    still required. The Company is required to adopt SFAS No. 128  retroactively
    for periods ending after December 15, 1997. On a pro forma basis, basic EPS
    and diluted EPS for the three month  period ended April 4, 1997 were  $0.08,
    the same as reported EPS.

    INVENTORIES

    Inventories are stated at the lower of cost (first-in,  first-out method) or
    market. Elements of cost include materials,  labor, and overhead and consist
    of the following:

                          April 4, 1997      December 31, 1996
                          -------------      -----------------
      Raw materials        $ 11,602               $ 10,688
      Work-in-process         4,036                  3,547
      Finished goods          4,743                  4,071
                         ----------              ---------
                           $ 20,381                $18,306
                           ========                =======


<PAGE>


                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR  THE THREE MONTHS ENDED April 4, 1997 and March 31 1996 
               (All amounts in thousands, except per share data)
                                   (Unaudited)


 (2)  LONG-TERM DEBT

    Long-term debt consists of the following:

                                    April 4,   Dec. 31,
                                      1997       1996
                                      ----       ----
Senior Term Loan A ..............   $ 53,000   $ 55,000
Senior Term Loan B ..............     24,750     25,000
Senior revolving credit .........     12,500     12,500
Subordinated term loan ..........     29,443     29,428
Subordinated promissory note ....      5,000      5,000
Other ...........................        488        525
                                    --------   --------
                                     125,181    127,453
Less:  current maturities .......      9,773      9,459
                                    --------   --------
                                    $115,408   $117,994
                                    ========   ========

(3) SHAREHOLDERS' EQUITY

    During the three  month  period  ended  April 4, 1997,  employees  purchased
    approximately  15  shares at $6.06 per  share  under the  provisions  of the
    Company's Employee Stock Purchase Plan.

    Changes in the status of options under the Company's  stock option plans are
    summarized as follows:

<TABLE>
<CAPTION>

                                                Jan. 1,                 Jan 1,
                                                 1997                    1996
                                                  to       Weighted       to       Weighted
                                                Apr. 4,     Average     Dec. 31,    Average
                                                 1997        Price       1996        Price
                                                 ----        -----       ----        -----
<S>                                              <C>         <C>         <C>         <C>  
    Options outstanding at beginning of period   2,818       $8.33       2,138       $8.41
    Options granted ...........................      5        7.73         953        7.78
    Options exercised .........................     (1)       6.12        (173)       6.27
    Options forfeited/canceled ................   (263)       9.17        (100)       8.06
    Options outstanding at end of period ......  2,559        8.25       2,818        8.33

    Number of options at end of period:
      Exercisable .............................  1,727                   1,630
      Available for grant .....................  1,042                     784
</TABLE>

<PAGE>


                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        FOR  THE THREE MONTHS ENDED April 4, 1997 and March 31 1996 
               (All amounts in thousands, except per share data)
                                   (Unaudited)


(4) PRO FORMA RESULTS OF OPERATIONS

    The following  unaudited pro forma condensed  results of operations  combine
    the  operations  of the Company with those of PSC Scanning,  Inc.  (formerly
    Spectra-Physics  Scanning Systems,  Inc.), TxCOM S.A. and related businesses
    ("Spectra") as adjusted for the  acquisition on July 12, 1996 by the Company
    of certain of the assets and  liabilities of Spectra.  The pro forma results
    of operations are presented as if the acquisition was consummated on January
    1, 1996.

    The pro forma  information  is  presented  after  giving  effect to  certain
    adjustments for  depreciation,  amortization,  interest  expense and related
    income tax effects. The pro forma results do not purport to be indicative of
    the  results  that  actually  would have been  achieved  during the  periods
    indicated and are not intended to be indicative of future results.

                                                     Pro Forma Three
                                                      Months Ended
                                                      March 31,1996
                                                      -------------
      Net sales .....................................    $53,017
      Income from operations ........................      5,567
      Income from continuing operations .............      1,611
      Loss from discontinued operations .............         --
      Net income ....................................      1,611

      Net income per common and common equivalent share:
        Continuing operations .......................      $0.14
        Discontinued operations .....................       0.00
                                                            ----
        Net income ..................................      $0.14
                                                           =====

      Weighted average shares outstanding ...........     11,181

(5)   SUBSEQUENT EVENT

     On April 30, 1997, L. Michael Hone resigned as Chief Executive Officer,  as
     Chairman  of the  Board  of  Directors  and as a  member  of the  Board  of
     Directors of the Company.  In connection with the resignation,  the Company
     entered into a Severance  Agreement with Mr. Hone.  The agreement  provides
     Mr. Hone with  severance  payments of up to $1.25  million,  a  performance
     bonus for 1997 if the  Company  achieves  certain  sales and  profitability
     targets,  forgiveness of certain  promissory notes and continued health and
     other  benefits  for a period of three  years.  The  agreement  contains  a
     covenant not to compete and also  requires  Mr. Hone to provide  consulting
     services for no additional consideration.


<PAGE>



Item 2:  Management's Discussion and Analysis of Financial Condition
            and Results of Operations
General

The following  discussion and analysis  should be read in  conjunction  with the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
of the Company's December 31, 1996 annual report on Form 10-K.

Results of Operations:

Net Sales.  Consolidated  net sales  during the three months ended April 4, 1997
increased  $32.7  million or 152%  compared  with the same  period in 1996.  The
increase is due to the inclusion of Spectra  product  sales and increased  sales
volumes of the Company's QuickScan handheld scanner products and its scan engine
products.  International  net sales  increased 406% primarily due to the Spectra
acquisition and represented  approximately 45% of net sales in the first quarter
of 1997 versus 22% of net sales in the first quarter of 1996.

Gross Profit.  Consolidated  gross profit during the three months ended April 4,
1997 increased $13.5 million or 148% compared with the same period in 1996. As a
percentage of sales, gross profit decreased from 42.6% to 41.9%. The decrease in
gross profit  percentage  is primarily due to lower  average  selling  prices of
certain of its products and the effect of foreign currency translation.

Engineering,  Research and  Development.  Engineering,  Research and Development
(ER&D) expenses increased $1.7 million or 93%, as compared to the same period in
1996.  As a  percentage  of sales,  ER&D was 6.3% in the first  quarter  of 1997
versus 8.3% in the first quarter of 1996.  The dollar  increases  were primarily
due to the inclusion of Spectra.

Selling, General and Administrative.  Selling, General and Administrative (SG&A)
expenses increased $6.6 million or 100%, as compared to the same period in 1996.
As a  percentage  of sales,  SG&A was 24.1% in 1997  versus  30.3% in 1996.  The
increased  dollar  amount is  primarily  due to the  inclusion  of  Spectra  and
litigation  expenses related to the Company's patent  infringement  lawsuit with
Symbol Technologies, Inc.

Acquisition  Related  Restructuring  and Other  Costs . During  the 1994  fourth
quarter,  the Company  recorded a one-time pretax  restructuring  charge of $3.0
million.  The charge related to the integration of the Company's  existing fixed
position  scanner  product lines with those of LazerData,  which was acquired in
December  1994.  The  restructuring  program  in  part,  provided  for  employee
severance  and  benefit  costs  for  the   elimination   of   approximately   12
manufacturing  and  engineering  support  positions.  As of April 4,  1997,  all
positions targeted in the restructuring program have been eliminated. The amount
of the restructuring  accrual at April 4, 1997 was  approximately  $0.3 million.
Restructuring actions are substantially complete as of April 4, 1997. There have
been no reallocations or reestimates to date.


<PAGE>



During the third quarter of 1996, the Company recorded a one-time, pretax charge
of $10.0  million for the cost of  restructuring  its existing  operations  with
those of Spectra which was acquired in July 1996. The  restructuring  program in
part,  provided for employee  severance and benefit costs for the elimination of
certain  positions.  As  of  April  4,  1997,  all  positions  targeted  in  the
restructuring  program  have been  eliminated.  The amount of the  restructuring
accrual at April 4, 1997 was approximately $3.1 million.  Restructuring  actions
will be  substantially  completed  by  December  31,  1997.  There  have been no
reallocations or reestimates to date.

Interest  Expense.  Interest  expense  increased  $3.4 million  versus $0 in the
comparable  period  in 1996.  The  interest  is  payment  for debt  incurred  in
connection with the acquisition of Spectra in July 1996.

Provision for Income Taxes.  Provision for income tax dollar  amounts  increased
$0.3 million due to the increase in pretax net income.  The Company's  effective
tax rate was 37.0% in both 1997 and 1996.  The Company  expects to record income
tax expense at or about the combined federal and state statutory tax rate in
1997.

Liquidity and Capital Resources:

Current  assets  decreased $4.2 million from December 31, 1996 due to a decrease
in cash offset in part by  increases  to accounts  receivable  and  inventories.
Current  liabilities  decreased  $3.6  million  primarily  due to a reduction in
accrued expenses offset in part by an increase in accounts payable. As a result,
working capital decreased $0.6 million from December 31, 1996.

Property,  plant and equipment  expenditures  totaled $2.5 million for the three
months ended April 4, 1997 compared with $0.5 million for the three months ended
March  31,  1996.  The 1997  expenditures  primarily  related  to  manufacturing
equipment and new product tooling.

The long-term debt to capital percentage was 88.1% at April 4, 1997 versus 88.5%
at December 31, 1996. At April 4, 1997, liquidity  immediately  available to the
Company consisted of cash and cash equivalents of $3.6 million. In addition,  in
connection  with the  acquisition  of Spectra,  the Company  obtained new credit
facilities  totaling $130.0 million.  The Company has $120.3 million outstanding
on these facilities.  The Company believes that its cash resources and available
credit  facilities,  in addition to its operating cash flows,  are sufficient to
meet its requirements for the next twelve months.



<PAGE>



Part II:  OTHER INFORMATION

Item 1:   Legal Proceedings:

      The   description  of  the  Company's   legal   proceedings   with  Symbol
      Technologies, Inc. ("Symbol"), set forth in Item 3 of the Company's Annual
      Report on Form 10-K for the fiscal  period ended  December 31, 1996,  (the
      "Litigation") is incorporated herein by reference.

      When  the  Company  acquired   Spectra-Physics   Scanning  Systems,   Inc.
      ("Spectra")  in July  of  1996,  Spectra  was a  party  to a 1985  License
      Agreement,  as modified in 1995, with Symbol (the "Spectra License") which
      provided for  arbitration in accordance  with the  Commercial  Arbitration
      Rules of the American  Arbitration  Association in Chicago,  Illinois with
      respect to issues (among others) of which products may be deemed  licensed
      products.

      On March 10, 1997, in  accordance  with the Spectra  License,  the Company
      demanded  arbitration (the "Arbitration") to determine whether the Company
      is entitled to sell its QS 6000 scan module as a licensed  device pursuant
      to the Spectra License and whether  customers who purchase said module may
      incorporate  it into  portable  data  terminals  without fear of suit from
      Symbol or need to pay any  royalties  beyond  those paid by the Company on
      the module itself.

      Symbol moved in the United States  District Court for the Western New York
      (the "Court") to either  enjoin the  Arbitration  or stay the  Arbitration
      pending the outcome of certain proceedings in the Litigation.

      On May 9, 1997,  the Court  denied  Symbol's  motion to enjoin or stay the
      Arbitration,  and stayed the Markman  hearing in the  Litigation  that had
      been scheduled for July 14, 1997 pending the outcome of the Arbitration.

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:                                                 Page

        10.1 Severance Agreement between the Company and 
             L. Michael Hone,dated April 30, 1997 ........................  14

            (b)  Reports on Form 8-K:  None



<PAGE>






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.

                                    PSC Inc.



DATE:       May 14, 1997            By:  /s/ Robert C. Strandberg
                                         Robert C. Strandberg, President,
                                         Chief Executive Officer





DATE:       May 14, 1997            By:  /s/ William J. Woodard
                                         William J. Woodard
                                         Vice President, Chief Financial
                                         Officer and Treasurer
                                        (Principal Financial Officer)





DATE:       May 14, 1997            By:  /s/ Scott D. Deverell
                                         Scott D. Deverell
                                         Controller, Principal Accounting
                                         Officer