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                                  UNITED STATES
                       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 3, 1998

                                       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 11, 1998, there were 11,727,071 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 3, 1998 (Unaudited) and
                  December 31, 1997........................................3 - 4

                  Consolidated Statements of Operations and
                  Retained Earnings for the three
                  months ended:
                  April 3, 1998 (Unaudited) and
                  April 4, 1997 (Unaudited) ...................................5

                  Consolidated Statements of Cash Flows
                  for the three months ended:
                  April 3, 1998 (Unaudited) and
                  April 4, 1997 (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
<TABLE>
                            PSC Inc. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           (All amounts in thousands)
<CAPTION>
                                                            April 3, 1998       December 31, 1997
                                                             (Unaudited)
<S>                                                            <C>                     <C>     
ASSETS

CURRENT ASSETS :
        Cash and cash equivalents ........................     $  4,050                $  2,271
        Accounts receivable, net of allowance
           for doubtful accounts of $1,202
           and $1,169, respectively ......................       35,305                  35,094
        Inventories ......................................       19,129                  17,723
        Prepaid expenses and other .......................        1,720                   1,569
                                                            -----------              ----------

       TOTAL CURRENT ASSETS ..............................       60,204                  56,657

PROPERTY, PLANT AND EQUIPMENT, net
        of accumulated depreciation of $14,338
        and $13,024, respectively ........................       35,341                  35,469

DEFERRED TAX ASSETS ......................................       22,667                  23,576

INTANGIBLE AND OTHER ASSETS, net of accumulated
  amortization of $14,849 and $13,006, respectively ......       55,599                  57,096
                                                             ----------              ----------


TOTAL ASSETS .............................................     $173,811                $172,798
                                                              =========               =========


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


<PAGE>
<TABLE>
                            PSC Inc. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           (All amounts in thousands)
                                   (Continued)
<CAPTION>
                                                           April 3, 1998        December 31, 1997
                                                           -------------        -----------------
                                                              (Unaudited)
<S>                                                            <C>              <C>       
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
       Current portion of long-term debt .......................   $  12,909    $  12,406
       Accounts payable ........................................      16,803       18,000
       Accrued expenses ........................................       8,652        7,405
       Accrued payroll and related employee benefits ...........       3,815        5,559
       Accrued acquisition related restructuring costs .........         957        1,175
                                                                   ---------    ---------

         TOTAL CURRENT LIABILITIES .............................      43,136       44,545


LONG-TERM DEBT, less current maturities ........................      95,059       96,148

OTHER LONG-TERM LIABILITIES ....................................       2,735        2,775



SHAREHOLDERS' EQUITY:
       Preferred shares, par value $.01;
          10,000 authorized, 110 shares issued
          and outstanding. ($11,000 aggregate liquidation value)           1            1
       Common shares, par value $.01;
          40,000 authorized, 11,632 and 11,390
          shares issued and outstanding ........................         116          114
       Additional paid-in capital ..............................      68,257       66,734
       Retained earnings/(Accumulated deficit) .................     (34,313)     (36,543)
       Accumulated other comprehensive income ..................        (943)        (739)
       Less treasury stock, 39 shares
        repurchased, at cost ...................................        (237)        (237)
                                                                   ---------    ---------

         TOTAL SHAREHOLDERS' EQUITY ............................      32,881       29,330
                                                                   ---------    ---------

TOTAL LIABILITIES AND SHAREHOLDERS'
     EQUITY ....................................................   $ 173,811    $ 172,798
                                                                   =========    =========

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
</TABLE>
<PAGE>
                            PSC Inc. AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                (All amounts in thousands, except per share data)
                                   (Unaudited)


                                                           Three Months Ended
                                                          April 3,   April 4,
                                                             1998        1997
                                                             ----        ----

NET SALES ............................................   $ 53,628    $ 54,236

COST OF SALES ........................................     31,943      31,535
                                                         --------    --------
         Gross profit ................................     21,685      22,701

OPERATING EXPENSES:
         Engineering, research and development .......      3,884       3,534
         Selling, general and administrative .........      9,738      12,983
         Amortization of intangibles resulting
              from business acquisitions .............      1,707       1,677
                                                         --------    --------
              Income from operations .................      6,356       4,507

INTEREST AND OTHER INCOME /(EXPENSE):
         Interest expense ............................     (2,876)     (3,368)
         Interest income .............................         65         151
         Other income/(expense) ......................         (5)        116
                                                         --------    --------
                                                           (2,816)     (3,101)
                                                         --------    --------
         Income from continuing operations before
              income tax provision ...................      3,540       1,406

         Income tax provision ........................      1,310         520
                                                         --------    --------
         Income from continuing operations ...........      2,230         886
         Discontinued operations:
         Loss from discontinued operations, net of tax       --            16
         Net income ..................................   $  2,230    $    870
                                                         ========    ========

NET INCOME PER COMMON AND COMMON
        EQUIVALENT SHARE :
         Basic:
           Continuing operations .....................   $   0.19    $   0.08
           Discontinued operations ...................         --          --
           Net income ................................   $   0.19    $   0.08
                                                         ========    ========

         Diluted:
           Continuing operations .....................   $   0.16    $   0.08
           Discontinued operations ...................         --          --
                                                         --------    --------
           Net income ................................   $   0.16    $   0.08
                                                         ========    ========


WEIGHTED AVERAGE NUMBER OF
    COMMON AND COMMON EQUIVALENT
    SHARES OUTSTANDING:
         Basic .......................................     11,478      11,137
         Diluted .....................................     13,799      11,278

RETAINED EARNINGS/(ACCUMULATED DEFICIT):
         Retained earnings/(Accumulated deficit)
           beginning of period .......................   ($36,543)   ($39,432)
         Net income ..................................      2,230         870
                                                         --------    --------
         Retained earnings/(Accumulated deficit),
           end of period .............................   ($34,313)   ($38,562)
                                                         ========    ========

SEE ACCOMPANYING NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.


<PAGE>

                            PSC INC. and SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (All amounts in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                             April 3,    April  4,
                                                                             1998          1997
                                                                             ----          ----
<S>                                                                          <C>         <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:   
    Net Income ...........................................................   $  2,230    $    870
       Adjustments to reconcile net income
       to net cash provided by (used in) operating activities:
         Depreciation and amortization ...................................      3,157       3,275
         Loss on disposition of assets ...................................         --         109
         Deferred tax assets .............................................        909         905
         Decrease (increase) in assets:
             Accounts receivable .........................................       (211)       (404)
             Inventories .................................................     (1,406)     (2,075)
             Prepaid expenses and other ..................................       (151)       (522)
         Increase (decrease) in liabilities:
             Accounts payable ............................................     (1,197)      3,696
             Accrued expenses ............................................      1,247      (2,065)
             Accrued payroll and commissions .............................     (1,717)     (4,053)
             Accrued acquisition related restructuring costs .............       (218)     (1,657)
                                                                             --------    --------

                Net cash provided by (used in) operating activities ......      2,643      (1,921)
                                                                             --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures, net ............................................     (1,186)     (2,499)
    Additions to intangible and other assets .............................       (698)        146
    Repayment of stock option loan .......................................        325          --
                                                                             --------    --------
                      Net cash used in investing activities ..............     (1,559)     (2,353)
                                                                             --------    --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Payment of long-term debt ............................................       (585)     (2,272)
    Payment of other long-term liabilities ...............................        (40)       (152)
    Exercise of stock options and sale of common stock ...................      1,524          90
                                                                             --------    --------
                       Net cash provided by (used in) financing activities        899      (2,334)
                                                                             --------    --------

FOREIGN CURRENCY TRANSLATION .............................................       (204)       (635)

NET INCREASE (DECREASE) IN CASH                                               --------    --------
         AND CASH EQUIVALENTS ............................................      1,779      (7,243)

CASH AND CASH EQUIVALENTS:
         Beginning of period .............................................      2,271      10,838
                                                                             --------    --------
         End of period ...................................................   $  4,050    $  3,595
                                                                             ========    ========

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


<PAGE>


                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS ENDED April 3, 1998 and April 4, 1997
                (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  3,  1998,  the  results  of
      operations  for the three months ended April 3, 1998 and April 4, 1997 and
      its cash flows for the three months ended April 3, 1998 and April 4, 1997.
      The results of operations for the three months ended April 3, 1998 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, 1997 annual report on
      Form 10-K.


      INVENTORIES

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

                                  April 3, 1998     December 31, 1997
                                  -------------     -----------------
         Raw materials ........   $12,239              $10,979
         Work-in-process ......     4,033                3,727
         Finished goods .......     2,857                3,017
                                ---------            ---------
                                  $19,129              $17,723
                                  =======              =======


(2)   LONG-TERM DEBT

      Long-term debt consists of the following:

                                               April 3, 1998  December 31, 1997
                                               -------------  -----------------
         Senior Term Loan A ................   $44,500              $47,000
         Senior Term Loan B ................    23,750               24,000
         Senior revolving credit ...........     5,500                3,000
         Subordinated term loan ............    29,502               29,488
         Subordinated promissory note ......     4,375                4,688
         Other .............................       341                  378
                                              --------          -----------
                                               107,968              108,554
         Less:  current maturities .........    12,909               12,406
                                             ---------            ---------
                                               $95,059              $96,148
                                               =======              =======


<PAGE>


                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS ENDED April 3, 1998 and April 4, 1997
                (All amounts in thousands, except per share data)
                                   (Unaudited)

(3)   SHAREHOLDERS' EQUITY

      In 1998, the Company adopted Statement of Financial  Accounting  Standards
      No. 130, "Reporting  Comprehensive  Income",  which requires comprehensive
      income and its  components  to be presented in the  financial  statements.
      Comprehensive  income,  which  includes  net income and  foreign  currency
      translation  adjustments,  was $2,026 and $235 for the three  months ended
      April 3, 1998 and April 4, 1997, respectively.

      During the three month  period  ended April 3, 1998,  employees  purchased
      approximately  47 shares at $5.95 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>
                                    January 1, 1998    Weighted   January 1, 1997   Weighted
                                         to             Average         to          Average
                                    April 3, 1998       Price      Dec. 31, 1997      Price
                                    -------------       -----      -------------     -----
      
<S>                                    <C>              <C>           <C>            <C>  
      Options outstanding
         at beginning of period        3,046            $7.76         2,818          $8.33
      Options granted                     75            10.74         1,094           6.98
      Options exercised                 (249)            7.33          (162)          7.51
      Options forfeited/canceled         (69)           10.37          (704)          9.00
                                       ------                          -----
      Options outstanding at
         end of period                 2,803             7.81         3,046           7.76

      Number of options at end
         of period:
         Exercisable                   1,725                          1,884
         Available for grant             388                            394

</TABLE>

(4)    NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE

      Basic EPS was computed by dividing reported  earnings  available to common
      shareholders  by  weighted  average  shares  outstanding  during the year.
      Diluted EPS for the three months ended April 3, 1998 and April 4, 1997 was
      determined on the following assumptions:

      1)   Warrants  issued in connection  with the private  placement of equity
           were converted upon issuance on January 1, 1998,
      2)   Warrants issued in connection with the acquisition of Spectra were 
           converted on January 1, 1998 and
      3)   Preferred Shares were converted on January 1, 1998.

      Options to  purchase  77 and 1,299  common  shares at an average  price of
      $12.33 and $9.30 per share were  outstanding  for the three  months  ended
      April 3, 1998 and April 4, 1997,  respectively.  Warrants to purchase  975
      common  shares at $8.00 per share were  outstanding  for the three  months
      ended April 3, 1997.  These  options and warrants were not included in the
      computation of diluted EPS since the exercise prices were greater than the
      average market price of Common Shares.
<PAGE>

                            PSC Inc. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE MONTHS ENDED April 3, 1998 and April 4, 1997
                (All amounts in thousands, except per share data)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                     April 3, 1998                      April 4, 1997
                                                     -------------                      -------------
                                         Income       Shares       Per Share    Income    Shares        Per Share
                                      (numerator)  (denominator)     Amount   (numerator)(denominator)   Amount
                                      --------------------------------------  -----------------------------------
<S>                                       <C>        <C>           <C>         <C>          <C>        <C>       
      Basic EPS
      Income Available to
         Common shareholders ..........   $ 2,230    11,472        $  0.19     $   870      11,137     $   0.08
                                                                    =======                            ========

      Effect of Dilutive securities
         Options .......... ...........     --         649                          --        141
         Warrants ........... .........     --         297                          --        --
         Preferred  Shares ............     --       1,375                          --        --  
                                        ----------   -------                    -------      ------
      Diluted EPS
      Income Available to
         Common shareholders
         And assumed conversion .......   $ 2,230    13,793         $ 0.16     $  870        11,278    $  0.08
                                          =======    ======         ======     ======        ======   =========
</TABLE>


(5)  DERIVATIVES

     The Company  monitors  its exposure to interest  rate and foreign  currency
exchange risk. The Company has limited  involvement  with  derivative  financial
instruments  and does  not use  them for  trading  purposes.  The  Company  uses
derivative instruments solely to reduce the financial impact of these risks.

     Interest Rate Risk:

     The Company's  exposure to interest  rate changes  relates to its long-term
debt. The Company has entered into interest rate swap agreements with its senior
lending banks in accordance with the terms of the senior credit  agreement.  The
Company  uses these  interest  rate swap  agreements  to reduce its  exposure to
interest  rate  changes.  The  differentials  to be received or paid under these
interest rate swap agreements are recognized as a component of interest  expense
in the Consolidated Statements of Operations.

     Foreign Currency Exchange Rate Risk:

     The  Company's  exposure  to  foreign  currency  exchange  changes  relates
primarily to its international subsidiaries.  The Company may occasionally enter
into forward foreign exchange contracts as a hedge against currency fluctuations
relating to these foreign  transactions  and commitments  denominated in foreign
currencies.   The  foreign  exchange  contracts  generally  have  maturities  of
approximately 30 days and require the Company to exchange foreign currencies for
U.S. dollars at maturity,  at rates agreed to at the inception of the contracts.
Gains and losses on forward  contracts are offset  against the foreign  exchange
gains  and  losses  on the  underlying  hedged  items  and are  recorded  in the
Consolidated Statements of Operations.

<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, 1997 annual report on Form 10-K.

Results of Operations:

Net Sales.  Consolidated  net sales  during the three months ended April 3, 1998
decreased $0.6 million or 1% compared with the same period in 1997. The decrease
is primarily  due to effects of the stronger U.S.  dollar.  The  translation  of
sales denominated in foreign currencies was negatively  impacted by $1.4 million
in 1998 versus 1997.  International net sales increased 15% primarily due to the
introduction of new products and represented  approximately  52% of net sales in
the first quarter of 1998 versus 45% of net sales in the first quarter of 1997.

Gross Profit.  Consolidated  gross profit during the three months ended April 3,
1998  decreased  $1.0 million or 4% compared  with the same period in 1997.  The
decreased  dollar  amount is primarily  due to the  decrease in net sales.  As a
percentage  of sales,  gross profit  decreased  from 41.9% to 40.4% due to lower
average selling prices in certain fixed position retail product lines.

Engineering,  Research and  Development.  Engineering,  Research and Development
(ER&D) expenses increased $0.4 million or 10%, as compared to the same period in
1997.  As a  percentage  of sales,  ER&D was 7.2% in the first  quarter  of 1998
versus 6.5% of net sales in the first quarter of 1997. The dollar and percentage
of sales increases are due to additional  investments in developing new products
and enhancing existing products.

Selling, General and Administrative.  Selling, General and Administrative (SG&A)
expenses  decreased $3.2 million or 25%, as compared to the same period in 1997.
As a  percentage  of sales,  SG&A was 18.2% in 1998 versus  23.9% in 1997.  As a
result of efficiencies  developed due to the integration of Spectra, the Company
has continued to reduce its general and administrative  expenses as a percentage
of sales.

Acquisition  Related  Restructuring and Other Costs. 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 3, 1998,  all positions  targeted in the  restructuring  program have been
eliminated.  Restructuring  actions are  expected to be  completed by the end of
1998. The amount of the restructuring accrual at April 3, 1998 was approximately
$0.9 million which relates to current contractual  obligations.  There have been
no reallocations or reestimates to date.
<PAGE>

Interest Expense.  Interest expense decreased $0.5 million versus the comparable
period in 1997. The decrease is due to lower principal balances outstanding.

Provision for Income Taxes. The Company recorded a $1.3 million tax provision in
1998 primarily due to an increase in pretax income. The Company's  effective tax
rate was 37% in both 1998 and 1997.  The  Company  expects to record  income tax
expense at or about the combined federal and state statutory tax rate in 1998.

Discontinued  Operations.  During  the  second  quarter  of  1997,  the  Company
completed  the  sale of  TxCOM,  which  was  acquired  as  part  of the  Spectra
acquisition,  for  approximately  $1.0  million.  A loss of  approximately  $0.3
million, net of tax, was recorded.

Liquidity and Capital Resources:

Current assets increased $3.6 million from December 31, 1997 primarily due to an
increase in cash and  inventory.  Current  liabilities  decreased  $1.4  million
primarily due to a reduction in accounts payable and accrued payroll and related
employee  benefits  offset in part by an  increase  in  accrued  expenses.  As a
result, working capital increased $5.0 million from December 31, 1997.

Property,  plant and equipment  expenditures  totaled $1.2 million for the three
months ended April 3, 1998 compared with $2.5 million for the three months ended
April  4,  1997.  The  1998  expenditures  primarily  related  to  manufacturing
equipment and new product tooling.

The long-term debt to capital percentage was 74.3% at April 3, 1998 versus 76.6%
at December 31, 1997. At April 3, 1998, liquidity  immediately  available to the
Company  consisted of cash and cash  equivalents of $4.0 million.  In connection
with the  acquisition of Spectra  during 1996,  the Company  obtained new credit
facilities  totaling $130.0 million.  The Company has $14.5 million available 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  descriptions  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,
         1997 (the "Litigation") are incorporated herein by reference.

         A trial on the  contract  issues is  tentatively  scheduled to begin on
         October 13, 1998.

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:

10.1     Fourth  Amendment  dated as of April 8,  1998 to the  Credit  Agreement
         dated as of July 12, 1996 among PSC Scanning,  Inc.,  as borrower,  PSC
         Inc., as Guarantor,  the financial institutions party thereto and Fleet
         Bank   as   initial    Issuing    Bank   and    administrative    agent
         .................................................................... 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, 1998             By:    /s/ Robert C. Strandberg
                                   -------------------------------
                                   Robert C. Strandberg
                                   President and Chief Executive Officer



DATE:    May  14, 1998             By:   /s/  William J. Woodard
                                   -----------------------------
                                   William J. Woodard
                                   Vice President and Chief Financial Officer



DATE:    May  14, 1998            By:   /s/ Michael J. Stachura
                                  -----------------------------
                                  Michael J. Stachura
                                  Vice President of Finance
                                  (Principal Accounting Officer)