8-K

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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 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):  September 23, 1998

                                   HPSC, Inc.

             (Exact name of registrant as specified in its charter)

Delaware                           0-11618                04-256004
(State or other jurisdiction       (Commission            (IRS Employer
of incorporation)                  File Number)          Identification No.)


60 State Street, Boston, MA                               02109
(Address of principal executive offices)                (Zip Code)


Registrant's telephone number, including area code: (617) 720-3600




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Item 5.  Other Events.

         On September 23, 1998, HPSC, Inc. announced the adoption of a stock
repurchase program as described in the press release attached hereto as Exhibit
99.1, which press release is incorporated herein by reference.


Item 7.  Financial Statements and Exhibits.

         (c)      Exhibits.

                  Exhibit Number

                  99.1     Press Release of HPSC, Inc. dated September 23, 1998

                                   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.

                                                        HPSC, Inc.
                                                        ----------
                                                        Registrant


DATED:   September 23, 1998                          By: /S/  John W. Everets
                                                         --------------------
                                                         John W. Everets
                                                         Chairman and Chief
                                                         Executive Officer

0417596.01

EX-99.1

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Contact:  John W. Everets                                 Exhibit 99.1



                  HPSC, INC. ANNOUNCES STOCK REPURCHASE PROGRAM



BOSTON, MA -- September 23, 1998 -- HPSC, Inc. (HPSC:NASDAQ) today announced
that it is initiating a program beginning on or after September 23, 1998 to
repurchase up to 175,000 shares of its common stock, subject to market
conditions, in open market transactions on the Nasdaq National Market or in
negotiated transactions.

Based on current market prices, the shares subject to repurchase represent
approximately 4% of the presently outstanding common stock. No minimum number or
value of shares to be repurchased has been fixed. The Company expects to use the
repurchased stock to meet requirements of its employee stock plans. No time
limit has been established for the duration of the repurchase program.

In 1997 and 1998 the Company purchased approximately 200,000 of its shares in
open market and negotiated transactions.

HPSC, Inc. is a leading non-bank specialty finance company providing leasing and
financing opportunities to the medical and dental professions in all fifty
states. Through its asset-based lending subsidiary, American Commercial Finance
Corporation (ACFC), the Company provides asset-based lines of credit to
manufacturing and distribution companies.



0417527.01