Registration Statement No. 33-85650 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. Non-Employee Director Compensation 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 October 26, 1994, AMTROL Inc. (the "Corporation") filed Form S-8, Registration No. 33-85650, to register 100,000 shares of the common stock, .01 par value (the "Common Stock"), of the Corporation to be issued pursuant to the AMTROL Inc. Non-Employee Director Compensation Plan (the "Non-Employee Director Plan"). Between October 26, 1994 and the date hereof, 24,601 shares of Common Stock were issued pursuant to the Non-Employee Director Plan. Pursuant to this Post-Effective Amendment No. 1 to Form S-8, the Corporation hereby withdraws from registration the remaining 75,399 shares of Common Stock to be issued pursuant to the Non-Employee Director Plan.