Registration Statement No. 33-67416 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Registration Statement Under the Securities Act of 1933 -------------------------- AMTROL INC. (Exact name of issuer as specified in its charter) RHODE ISLAND 05-0246955 (State or other jurisdic- (I.R.S. Employer tion of incorporation) Identification No.) 1400 Division Road West Warwick, Rhode Island 02893 (401)884-6300 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) AMTROL INC. 1992 Stock Plan (Full Title of the Plan) Edward J. Cooney AMTROL Inc. 1400 Division Road West Warwick, Rhode Island 02893 (401)884-6300 (Name, address, including zip code, and telephone number, including area code, of agent for service of process) Copy to: Margaret D. Farrell, Esq. Hinckley, Allen & Snyder 1500 Fleet Center Providence, Rhode Island 02903 (401)274-2000 If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ x ] Approximate Date of Commencement of Proposed Sale to Public: From time to time after the effective date of this Registration Statement. WITHDRAWAL OF SHARES On August 16, 1993, AMTROL Inc. (the "Corporation") filed Form S-8, Registration No. 33-67416, to register 800,000 shares of the common stock, .01 par value (the "Common Stock"), of the Corporation to be issued pursuant to the AMTROL Inc. 1992 Stock Plan (the "1992 Plan"). Between August 16, 1993 and the date hereof, 673,960 shares of Common Stock were issued pursuant to the 1992 Plan. Pursuant to this Post-Effective Amendment No. 1 to Form S-8, the Corporation hereby withdraws from registration the remaining 126,040 shares of Common Stock to be issued pursuant to the 1992 Plan.