UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    Form 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) - December 29, 2000


                                    PSC Inc.

             (Exact name of Registrant as Specified in its Charter)


                                    New York
                                   ---------
                 (State or other jurisdiction of Incorporation)

        0-9919                                             16-0969362
-------------------                            ----------------------
(Commission File Number)                       (IRS Employer Identification No.)

                    675 Basket Road, Webster, New York 14580
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (716) 265-1600

               Registrant's Telephone Number, including Area Code



Item 5.  Other Events.

     (a) On December 29, 2000, the Company  entered into an Amendment and Waiver
Agreement with its senior lenders pursuant to which the lenders agreed,  subject
to certain  terms and  conditions,  to waive  certain  events of  default  which
existed under certain financial  covenants as of September 29, 2000 and to amend
certain  provisions of the credit agreement  through March 31, 2001. Among other
provisions,  the commitment for working  capital was reduced from $50 million to
$45 million;  the interest rate was increased to prime + 1.50% through  December
31, 2000 and to prime + 2.00% from  January 1, 2001  through  March 31,  2001; a
2.00%  default  interest  rate is being accrued and will be payable on March 31,
2001;  quarterly  payments of principal  have been reduced from $3.75 million to
$2.50 million;  and the Company will be permitted to maintain a new $6.0 million
foreign currency hedging vehicle.

     Also on December  29,  2000,  the Company  entered  into an  Amendment  and
Consent and Waiver Agreement with its subordinated lenders pursuant to which the
lenders  agreed to waive  certain  events of default which existed under certain
financial covenants as of September 30, 2000, to amend certain provisions of the
Securities  Purchase  Agreements  with  respect  to  financial  covenants  as of
December 31, 2000,  and to defer payment of all interest  accrued on their Notes
from September 30, 2000 to April 1, 2001.

     (b) On  January  12,  2001,  as a result of the  Company's  failure to meet
minimum  bid-price  requirements,  the listing of the Company's  securities  was
transferred from The Nasdaq National Market to The Nasdaq SmallCap Market.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

     10.1 Tenth  Amendment and Waiver dated as of December 29, 2000 with respect
to the  Credit  Agreement  dated as of July 12,  1996,  as  amended,  among  PSC
Scanning, Inc., formerly known as SpectraScan,  Inc., which was the successor by
merger to PSC Acquisition,  Inc. (the "Borrower"), PSC Inc. ("PSC"), the lenders
party thereto (the "Lenders") and Fleet National Bank, as  administrative  agent
(the "Administrative Agent.

     10.2  Amendment  No. 7 and Consent and Waiver dated as of December 29, 2000
Under Securities Purchase Agreements among PSC Inc., PSC Scanning,  Inc. and the
Purchasers named in the Securities  Purchase  Agreements dated July 12, 1996, as
amended, modified and supplemented.


                                   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 hereunto duly authorized.

                                                   PSC Inc.
                                                (Registrant)

Date:  January 17, 2001                   By: /s/ Michael J. Stachura
                                              Michael J. Stachura
                                              Vice President and Chief Financial
                                                Officer