As filed with the Securities and Exchange Commission on August 5, 
1998

Registration Statement No. 333-          

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
____________________

Form S-8
REGISTRATION STATEMENT
under	THE SECURITIES ACT OF 1933
____________________

STOCKER & YALE, INC.
(Exact name of registrant as specified in its charter)

Massachusetts	04-2114473
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

32 Hampshire Road
Salem, New Hampshire 03079
(Address of Principal Executive Offices)

Stocker & Yale, Inc. - 1996 Stock And Incentive Plan
(Full title of the Plan)
____________________

Mark W. Blodgett
Chairman and Chief Executive Officer
Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire 03079
(603) 893-8778
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
____________________

copy to:
Stuart M. Cable, Esq.
Goodwin, Procter & Hoar  LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
____________________

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered:
Common Stock, $0.001 par value

Amount  to be Registered (1):
150,000

Proposed Maximum Offering Price per Share (3):
3.15625

Proposed Maximum Aggregate Offering Price(2)(3):
$473,437.50

Amount of Registration Fee:
$140

(1)	Plus such additional number of shares as may be required 
pursuant to the option plan in the event of a stock 
dividend, reverse stock split, split-up, recapitalization or 
other similar event.
(2)	This estimate is made pursuant to Rule 457(h)(1) under the 
Securities Act of 1933, as amended (the "Securities Act"), 
solely for the purpose of determining the amount of the 
registration fee and is based upon the price at which 
outstanding stock options may be exercised.
(3)	This estimate is made pursuant to Rule 457(c) and (h) under 
the Securities Act solely for the purpose of determining the 
amount of the registration fee and is based upon the market 
value of outstanding shares of the Company's common stock on 
July 29, 1998, utilizing the average of the high and low 
sale prices reported on the Nasdaq SmallCap Market on that 
date.



This Registration Statement on Form S-8 relates to (i) 
150,000 additional shares of Common Stock of Stocker & Yale, 
Inc., a Massachusetts corporation, hereinafter referred to as the 
"Company", which may be issued under the Plan.  The Company 
hereby incorporates by reference the contents of its Registration 
Statement on Form S-8, File No. 333-14757, filed with the 
Securities and Exchange Commission (the "Commission") on October 
24, 1996, covering an aggregate of 150,000 shares of Common 
Stock.

PART II




INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.	Incorporation of Certain Documents by Reference.

Stocker & Yale, Inc. (the "Company") hereby incorporates by 
reference the documents listed in (a) through (c) below, which 
have previously been filed with the Securities and Exchange 
Commission (the "Commission").

(a)	The Company's Annual Report on Form 10-KSB for the fiscal 
year ended December 31, 1997, filed with the Commission pursuant to 
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)	The Company's Quarterly Report on Form 10-QSB for the 
quarter ended March 31, 1998, filed with the Commission 
pursuant to the Exchange Act;

(c)	The Company's Current Report on Form 8-K, filed on May 
27, 1998, as amended by the Form 8-K/A filed on July 27, 
1998; and 

(d)	The description of the Company's common stock, $.001 par 
value, contained in the Company's registration statement 
on Form 10-SB/A dated December 29, 1995, filed with the 
Securities and Exchange Commission pursuant to Section 12 
of the Exchange Act and any amendments or reports filed 
for the purpose of updating such description.

In addition, all documents subsequently filed by the Company 
with the Commission pursuant to Sections 13(a) and (c), 
Section 14 and Section 15(d) of the Exchange Act, prior to the 
filing of a post-effective amendment hereto which indicates that 
all securities offered hereunder have been sold or which 
deregisters all securities then remaining unsold, shall be deemed 
to be incorporated by reference in this registration statement 
and to be a part hereof from the date of filing of such 
documents.

Item 4.  	Description of Securities

Not applicable.

Item 5.	Interest of Named Experts and Counsel.

Not applicable.



Item 8.	Exhibits.

	* 5.1	  Opinion of Goodwin, Procter & Hoar  LLP as to the 
         legality of the securities being registered.  
	* 23.1	 Consent of Arthur Anderson  L.L.P., Independent 
         Accountants. 
	  23.2	 Consent of Goodwin, Procter & Hoar  LLP (included in 
         Exhibit 5.1 hereto).
	  24.1	 Power of Attorney (included in Part II of this 
         registration statement).
	  99.1  The Stocker & Yale, Inc. - 1996 Stock Option and 
         Incentive Plan (incorporated by reference from Exhibit 
         99 to the Company's Registration Statement on Form S-8 
         (File No. 333-14757)).
____________________
* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, Stocker 
& Yale, Inc. certifies that it has reasonable grounds to believe 
that it meets all of the requirements for filing on Form S-8 and 
has duly caused this registration statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, in the City 
of Salem, State of New Hampshire as of this 3rd day of August, 
1998.

STOCKER & YALE, INC.

By:	/s/ Mark W. Blodgett	
Mark W. Blodgett,
Chairman and Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned 
officers and directors of Stocker & Yale, Inc., hereby severally 
constitute and appoint Mark W. Blodgett and Alex W. Blodgett, and 
each of them acting singly, our true and lawful attorneys, with 
full power to them, and each of them singly, to sign for us and 
in our names in the capacities indicated below, the registration 
statement filed herewith and any and all amendments to said 
registration statement, and generally to do all such things in 
our names and in our capacities as officers and directors to 
enable Stocker & Yale, Inc. to comply with the provisions of the 
Securities Act and all requirements of the Commission, hereby 
ratifying and confirming our signatures as they may be signed by 
our said attorneys, or any of them, to said registration 
statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act, this 
registration statement has been signed below by the following 
persons in the capacities as of the date indicated.

Signature	Capacity	Date

	/s/ Mark W. Blodgett		
     Mark W. Blodgett
     Chairman of the Board of Directors and Chief Executive Officer
	    August 5, 1998
 			 (Principal Executive Officer)

	/s/ James Bickman		
     James Bickman
     President and Director	
     August 5, 1998
	
	/s/ Alex W. Blodgett	
     Alex W. Blodgett
    	Director	
     August 5, 1998
		  
	/s/ Clifford L. Abbey		
     Director	
     August 5, 1998
	    Clifford L. Abbey


	/s/ John M. Nelson		
     Director	
     August 5, 1998


 /s/ Steven Karol
     Steven Karol
 			 Director	
     August 5, 1998

	/s/ Susan A.H. Sundell	  	
     Susan A.H. Sundell
     Senior Vice President-Finance and Treasurer
	    (Principal	Financial and Accounting Director)
     August 5, 1998
     


	EXHIBIT INDEX


Exhibit No.	                Description



	* 5.1	  Opinion of Goodwin, Procter & Hoar  LLP as to the 
         legality of the securities being registered.

	* 23.1	 Consent of Arthur Anderson LLP, Independent 
         Accountants.

	  23.2	 Consent of Goodwin, Procter & Hoar  LLP (included 
         in Exhibit 5.1 hereto).

   24.1	 Powers of Attorney (included in Part II of this 
         Registration Statement).

  	99.1	 The Stocker & Yale, Inc. -- 1996 Stock Option and 
         Incentive Plan (incorporated by reference from 
         Exhibit 99 to the Company's Registration Statement 
         on Form S-8 (File No. 333-14757)).
______________________________
 * Filed herewith.



EXHIBIT 5.1

[Letterhead of Goodwin, Procter & Hoar  LLP]



August 5, 1998



Stocker & Yale, Inc.
32 Hampshire Road
Salem, New Hampshire  03079

Ladies and Gentlemen:

This opinion is furnished in our capacity as counsel to 
Stocker & Yale, Inc., a Massachusetts corporation (the 
"Company"), in connection with the registration, pursuant to 
the Securities Act of 1933 (the "Securities Act"), of 150,000 
shares (the "Shares") of common stock, par value $0.001 per 
share, of the Company, which may be issued pursuant to the 
Stocker & Yale, Inc. 1996 Stock Option and Incentive Plan (the 
"Plan").

In connection with rendering this opinion, we have 
examined the Articles of Organization and the Bylaws of the 
Company, each as amended to date; such records of the 
corporate proceedings of the Company as we have deemed 
material; a registration statement on Form S-8 under the 
Securities Act relating to the Shares and the prospectus 
contained therein; and such other certificates, receipts, 
records and documents as we considered necessary for the 
purposes of this opinion.

We are attorneys admitted to practice in The Commonwealth 
of Massachusetts.  We express no opinion concerning the laws 
of any jurisdiction other than the laws of the United States 
of America and The Commonwealth of Massachusetts.

Based upon the foregoing, we are of the opinion that, 
upon issuance of the Shares in accordance with the terms of 
the Plan and the receipt of full consideration therefor, the 
Shares will be duly authorized, legally issued, fully paid and 
nonassessable by the Company under the Massachusetts Business 
Corporation Law.

The foregoing assumes that all requisite steps will be 
taken to comply with the requirements of the Securities Act 
and applicable requirements of state laws regulating the offer 
and sale of securities.

We hereby consent to the filing of this opinion as an 
exhibit to the Registration Statement and to the reference to 
our firm under the caption "Legal Matters" in the Prospectus.

Very truly yours,


/s/ Goodwin, Procter & Hoar LLP


GOODWIN, PROCTER & HOAR  LLP


Exhibit 23.1

Consent of Independent Accountants

As independent public accountants, we hereby consent to the 
incorporation by reference in this Registration Statement of our 
reports dated March 6, 1998 (except for the matters discussed in 
Notes 6 and 11, for which the date is March 27, 1998) included 
in Stocker & Yale, Inc.'s Form 10-KSB for the year ended 
December 31, 1997 and to all references to our Firm included in 
this registration statement.



/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Boston, Massachusetts
August 5, 1998