content: <PAGE>
                                                             Registration NO. 333-
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
  
                                -------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                -------------------
  
                             VERMONT PURE HOLDINGS, LTD.
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     03-0366218
                        (I.R.S. Employer Identification No.)
  
  ROUTE 66, CATAMOUNT INDUSTRIAL PARK, RANDOLPH, VERMONT                  05060
        (Address of Principal Executive Offices)                        (Zip Code)
  
                       AMENDED AND RESTATED 1998 INCENTIVE AND
                           NON-STATUTORY STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                  TIMOTHY G. FALLON
                        Chairman and Chief Executive Officer
                             Vermont Pure Holdings, LTD.
                         Route 66, Catamount Industrial Park
                               Randolph, Vermont 05060
                       (Name and Address of Agent for Service)
                                   (802) 728-3600
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                -------------------
  
                                     Copies to:
                               Dean F. Hanley, Esquire
                                   Foley Hoag LLP
                                155 Seaport Boulevard
                             Boston, Massachusetts 02210
                                   (617) 832-1000
  
                                -------------------
  
  <TABLE>
  <CAPTION>
  
                                                 CALCULATION OF REGISTRATION FEE
   ========================================================================================================================
  
                                                                        PROPOSED           PROPOSED
                                                   AMOUNT               MAXIMUM            MAXIMUM
          TITLE OF EACH CLASS OF                   TO BE             OFFERING PRICE       AGGREGATE           AMOUNT OF
        SECURITIES TO BE REGISTERED              REGISTERED             PER SHARE       OFFERING PRICE    REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------
  <S>                                           <C>            <C>       <C>            <C>                    <C>
         Common Stock, $.001 par value          500,000 shares (1)       $3.53(2)       $1,765,000(2)          $143.00
  -------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Represents shares of Common Stock issuable pursuant to options that may be
       granted under the Amended and Restated 1998 Incentive and Non-statutory
       Stock Option Plan but have not yet been granted.
  
  (2)  Estimated pursuant to Rules 457(c) and (h) based on the average of the high
       and low prices of the Common Stock as reported on the consolidated
       reporting system of the American Stock Exchange on October 15, 2003.
  
  ================================================================================
  <PAGE>
  
  ================================================================================
  
       This registration statement covers 500,000 shares of our Common Stock,
  $.001 par value per share, issuable pursuant to the Amended and Restated 1998
  Incentive and Non-Statutory Stock Option Plan. These shares are in addition to
  the 1,500,000 shares of Common Stock registered pursuant to the registration
  statement on Form S-8, File No. 333-64044, which we filed with the Securities
  and Exchange Commission on June 28, 2001.
  
       The contents of our registration statement on Form S-8, File No. 333-64044
  is incorporated herein by reference.
  
  ================================================================================
  
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Vermont Pure Holdings, Ltd. (the "Company") hereby incorporates by
  reference the following documents previously filed with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934 (the "Exchange Act"):
  
           (1)      the Company's Annual Report on Form 10-K for the fiscal year
                    ended October 31, 2002;
  
           (2)      the Company's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended January 31, 2003, April 30, 2003 and July 31,
                    2003;
  
           (3)      the Company's definitive Proxy Statement dated February 28,
                    2003, used in connection with its Annual Meeting of
                    Stockholders held on April 10, 2003;
  
           (4)      the description of the Company's Common Stock contained in the
                    Registration Statement on Form 8-A filed by the Company with
                    the Commission on July 9, 1992, as amended March 14, 1995 and
                    May 14, 1999, and as further amended under cover of Form 8-K
                    filed by the Company with the Commission on October 19, 2000,
                    all under Section 12 of the Exchange Act, including any
                    amendment or description filed for the purpose of updating
                    such description; and
  
           (5)      all documents subsequently filed by the Company pursuant to
                    Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
                    to the filing of a post-effective amendment which indicates
                    that all securities offered have been sold or which
                    de-registers all securities then remaining unsold, shall be
                    deemed to be incorporated by reference in this Registration
                    Statement and to be part hereof from the date of filing of
                    such documents.
  
  Any statement contained herein or in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified and superseded
  for purposes of this Registration
  
  <PAGE>
  
  Statement to the extent that a statement contained herein or in a document
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  
  ITEM 8.  EXHIBITS
  
   Exhibit No.  Description
   ----------   -----------
       4.1(1)   Specimen certificate for the Common Stock
       5.1      Opinion of Foley Hoag LLP
      10.1(2)   Amended and Restated 1998 Incentive and Non-Statutory
                Stock Option Plan
      23.1      Consent of Grassi & Co., CPAs, P.C.
      23.2      Consent of Feldman Sherb & Co. P.C.
      23.3      Consent of Foley Hoag LLP (included in Exhibit 5.1)
      24.1      Power of Attorney (contained on the signature page)
  
  
  --------
  (1)      Filed as an exhibit to Amendment No. 1 to the Company's Registration
           Statement on Form S-1 (file number 33-72940), as declared effective by
           the Commission on February 24, 1994 and incorporated herein by
           reference.
  
  (2)      Filed as an Exhibit A to the Company's definitive Proxy Statement dated
           March 10, 2003, used in connection with its Annual Meeting of
           Stockholders held on April 10, 2003.
  
  
  <PAGE>
  
                                     SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all 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, on this 22nd day of October, 2003.
  
                                             Vermont Pure Holdings, Ltd.
  
                                             By:     /s/ Timothy G. Fallon
                                                ---------------------------------
                                                      Timothy G. Fallon
                                                   Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
         Each person whose signature appears below constitutes and appoints
  Timothy Fallon, Peter Baker and Bruce MacDonald, and each of them, as his true
  and lawful attorneys-in-fact and agents, each with the power of substitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  to said attorneys-in-fact, and each of them, full power and authority to do and
  perform each and every act and thing which they, or any of them, may deem
  necessary or advisable to be done in connection with this Registration Statement
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them, or any substitute or substitutes for any or all of them, may lawfully do
  or cause to be done by virtue hereof.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  
  <TABLE>
  <CAPTION>
  
                SIGNATURE                                   TITLE                                    DATE
                ---------                                   -----                                    ----
  
  <S>                                          <C>                                               <C>
          /s/ Timothy G. Fallon                Chief Executive Officer and                       October 22, 2003
  --------------------------------------        Chairman of the Board of Directors
            Timothy G. Fallon                   (Principal Executive Officer)
  
  
         /s/ Bruce S. MacDonald                Vice President, Chief Financial Officer and       October 22, 2003
  --------------------------------------        Treasurer(Principal Financial and
            Bruce S. MacDonald                  Accounting Officer)
  
  
           /s/ Henry E. Baker                  Director and Chairman Emeritus                    October 22, 2003
  --------------------------------------
             Henry E. Baker
  
           /s/ Peter K. Baker                  Director and President                            October 22, 2003
  --------------------------------------
              Peter K. Baker
  
          /s/ Philip Davidowitz                Director                                          October 22, 2003
  --------------------------------------
            Philip Davidowitz
  
  </TABLE>
  <PAGE>
  <TABLE>
  <S>                                          <C>                                               <C>
           /s/ Carol R. Lintz                  Director                                          October 22, 2003
  --------------------------------------
             Carol R. Lintz
  
          /s/ David R. Preston                 Director                                          October 22, 2003
  --------------------------------------
            David R. Preston
  
          /s/ Norman E. Rickard                Director                                          October 22, 2003
  --------------------------------------
            Norman E. Rickard
  
          /s/ Ross. S. Rapaport                Director                                          October 22, 2003
  --------------------------------------
            Ross. S. Rapaport
  
          /s/ Beat Schlagenhauf                Director                                          October 22, 2003
  --------------------------------------
            Beat Schlagenhauf
  
         /s/ Robert C. Getchell                Director                                          October 22, 2003
  --------------------------------------
           Robert C. Getchell
  
  </TABLE>
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit No.   Description
  ------------  -----------
    4.1(1)      Specimen certificate for the Common Stock
    5.1         Opinion of Foley Hoag LLP
   10.1(2)      Amended and Restated 1998 Incentive and Non-Statutory
                Stock Option Plan
   23.1         Consent of Grassi & Co., CPAs, P.C.
   23.2         Consent of Feldman Sherb & Co. P.C.
   23.3         Consent of Foley Hoag LLP (included in Exhibit 5.1)
   24.1         Power of Attorney (contained on the signature page)
  
  
  
  --------------------
  (1)      Filed as an exhibit to Amendment No. 1 to the Company's Registration
           Statement on Form S-1 (file number 33-72940), as declared effective by
           the Commission on February 24, 1994 and incorporated herein by
           reference.
  
  (2)      Filed as an Exhibit A to the Company's definitive Proxy Statement dated
           March 10, 2003, used in connection with its Annual Meeting of
           Stockholders held on April 10, 2003.
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metadata_filer: {"company-data": {"conformed-name": "VERMONT PURE HOLDINGS LTD/DE", "cik": "0001123316", "assigned-sic": "5140", "irs-number": "030366218", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109882", "film-number": "03951572"}, "business-address": {"street1": "RT 66 P O BOX C", "street2": "CAAMOUNT INDUSTRIAL PARK", "city": "RANDOLPH", "state": "VT", "zip": "05060", "phone": "8027283600"}, "mail-address": {"street1": "RT 66 P O BOX C", "street2": "CAAMOUNT INDUSTRIAL PARK", "city": "RANDOLPH", "state": "VT", "zip": "05060"}, "former-company": {"former-conformed-name": "VP MERGER PARENT INC", "date-changed": "20000905"}}
text: Registration NO. 333-
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C.
  
                                -------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                -------------------
  
                             VERMONT PURE HOLDINGS, LTD.
               (Exact Name of Registrant as Specified in Its Charter)
  
                                      DELAWARE
           (State or Other Jurisdiction of Incorporation or Organization)
  
                                     03-0366218
                        (I.R.S. Employer Identification No.)
  
  ROUTE 66, CATAMOUNT INDUSTRIAL PARK, RANDOLPH, VERMONT                  05060
        (Address of Principal Executive Offices)                        (Zip Code)
  
                       AMENDED AND RESTATED 1998 INCENTIVE AND
                           NON-STATUTORY STOCK OPTION PLAN
                              (Full Title of the Plan)
  
                                  TIMOTHY G. FALLON
                        Chairman and Chief Executive Officer
                             Vermont Pure Holdings, LTD.
                         Route 66, Catamount Industrial Park
                               Randolph, Vermont 05060
                       (Name and Address of Agent for Service)
                                   (802) 728-3600
            (Telephone Number, Including Area Code, of Agent For Service)
  
                                -------------------
  
                                     Copies to:
                               Dean F. Hanley, Esquire
                                   Foley Hoag LLP
                                155 Seaport Boulevard
                             Boston, Massachusetts 02210
                                   (617) 832-1000
  
                                -------------------
  CALCULATION OF REGISTRATION FEE
   ========================================================================================================================
  
                                                                        PROPOSED           PROPOSED
                                                   AMOUNT               MAXIMUM            MAXIMUM
          TITLE OF EACH CLASS OF                   TO BE             OFFERING PRICE       AGGREGATE           AMOUNT OF
        SECURITIES TO BE REGISTERED              REGISTERED             PER SHARE       OFFERING PRICE    REGISTRATION FEE
  -------------------------------------------------------------------------------------------------------------------------
  Common Stock, $.001 par value          500,000 shares (1)       $3.53(2)       $1,765,000(2)          $143.00
  -------------------------------------------------------------------------------------------------------------------------
  (1)  Represents shares of Common Stock issuable pursuant to options that may be
       granted under the Amended and Restated 1998 Incentive and Non-statutory
       Stock Option Plan but have not yet been granted.
  
  (2)  Estimated pursuant to Rules 457(c) and (h) based on the average of the high
       and low prices of the Common Stock as reported on the consolidated
       reporting system of the American Stock Exchange on October 15, 2003.
  
  ================================================================================
  ================================================================================
  
       This registration statement covers 500,000 shares of our Common Stock,
  $.001 par value per share, issuable pursuant to the Amended and Restated 1998
  Incentive and Non-Statutory Stock Option Plan. These shares are in addition to
  the 1,500,000 shares of Common Stock registered pursuant to the registration
  statement on Form S-8, File No. 333-64044, which we filed with the Securities
  and Exchange Commission on June 28, 2001.
  
       The contents of our registration statement on Form S-8, File No. 333-64044
  is incorporated herein by reference.
  
  ================================================================================
  
                                      PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Vermont Pure Holdings, Ltd. (the "Company") hereby incorporates by
  reference the following documents previously filed with the Securities and
  Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
  of 1934 (the "Exchange Act"):
  
           (1)      the Company's Annual Report on Form 10-K for the fiscal year
                    ended October 31, 2002;
  
           (2)      the Company's Quarterly Reports on Form 10-Q for the fiscal
                    quarters ended January 31, 2003, April 30, 2003 and July 31,
                    2003;
  
           (3)      the Company's definitive Proxy Statement dated February 28,
                    2003, used in connection with its Annual Meeting of
                    Stockholders held on April 10, 2003;
  
           (4)      the description of the Company's Common Stock contained in the
                    Registration Statement on Form 8-A filed by the Company with
                    the Commission on July 9, 1992, as amended March 14, 1995 and
                    May 14, 1999, and as further amended under cover of Form 8-K
                    filed by the Company with the Commission on October 19, 2000,
                    all under Section 12 of the Exchange Act, including any
                    amendment or description filed for the purpose of updating
                    such description; and
  
           (5)      all documents subsequently filed by the Company pursuant to
                    Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
                    to the filing of a post-effective amendment which indicates
                    that all securities offered have been sold or which
                    de-registers all securities then remaining unsold, shall be
                    deemed to be incorporated by reference in this Registration
                    Statement and to be part hereof from the date of filing of
                    such documents.
  
  Any statement contained herein or in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified and superseded
  for purposes of this Registration
  Statement to the extent that a statement contained herein or in a document
  incorporated or deemed to be incorporated by reference herein modifies or
  supersedes such statement. Any statement so modified or superseded shall not be
  deemed, except as so modified or superseded, to constitute a part of this
  Registration Statement.
  
  ITEM 8.  EXHIBITS
  
   Exhibit No.  Description
   ----------   -----------
       4.1(1)   Specimen certificate for the Common Stock
       5.1      Opinion of Foley Hoag LLP
      10.1(2)   Amended and Restated 1998 Incentive and Non-Statutory
                Stock Option Plan
      23.1      Consent of Grassi & Co., CPAs, P.C.
      23.2      Consent of Feldman Sherb & Co. P.C.
      23.3      Consent of Foley Hoag LLP (included in Exhibit 5.1)
      24.1      Power of Attorney (contained on the signature page)
  
  --------
  (1)      Filed as an exhibit to Amendment No. 1 to the Company's Registration
           Statement on Form S-1 (file number 33-72940), as declared effective by
           the Commission on February 24, 1994 and incorporated herein by
           reference.
  
  (2)      Filed as an Exhibit A to the Company's definitive Proxy Statement dated
           March 10, 2003, used in connection with its Annual Meeting of
           Stockholders held on April 10, 2003.
  SIGNATURES
  
         Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Registrant certifies that it has reasonable grounds to believe that it meets
  all 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, on this 22nd day of October, 2003.
  
                                             Vermont Pure Holdings, Ltd.
  
                                             By:     /s/ Timothy G. Fallon
                                                ---------------------------------
                                                      Timothy G. Fallon
                                                   Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
         Each person whose signature appears below constitutes and appoints
  Timothy Fallon, Peter Baker and Bruce MacDonald, and each of them, as his true
  and lawful attorneys-in-fact and agents, each with the power of substitution,
  for him and in his name, place and stead, in any and all capacities, to sign any
  and all amendments (including post-effective amendments) to this Registration
  Statement, and to file the same, with all exhibits thereto and other documents
  in connection therewith, with the Securities and Exchange Commission, granting
  to said attorneys-in-fact, and each of them, full power and authority to do and
  perform each and every act and thing which they, or any of them, may deem
  necessary or advisable to be done in connection with this Registration Statement
  as fully to all intents and purposes as he might or could do in person, hereby
  ratifying and confirming all that said attorneys-in-fact and agents or any of
  them, or any substitute or substitutes for any or all of them, may lawfully do
  or cause to be done by virtue hereof.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed below by the following persons in the
  capacities and on the dates indicated.
  SIGNATURE                                   TITLE                                    DATE
                ---------                                   -----                                    ----
  /s/ Timothy G. Fallon                Chief Executive Officer and                       October 22, 2003
  --------------------------------------        Chairman of the Board of Directors
            Timothy G. Fallon                   (Principal Executive Officer)
  
         /s/ Bruce S. MacDonald                Vice President, Chief Financial Officer and       October 22, 2003
  --------------------------------------        Treasurer(Principal Financial and
            Bruce S. MacDonald                  Accounting Officer)
  
           /s/ Henry E. Baker                  Director and Chairman Emeritus                    October 22, 2003
  --------------------------------------
             Henry E. Baker
  
           /s/ Peter K. Baker                  Director and President                            October 22, 2003
  --------------------------------------
              Peter K. Baker
  
          /s/ Philip Davidowitz                Director                                          October 22, 2003
  --------------------------------------
            Philip Davidowitz
  /s/ Carol R. Lintz                  Director                                          October 22, 2003
  --------------------------------------
             Carol R. Lintz
  
          /s/ David R. Preston                 Director                                          October 22, 2003
  --------------------------------------
            David R. Preston
  
          /s/ Norman E. Rickard                Director                                          October 22, 2003
  --------------------------------------
            Norman E. Rickard
  
          /s/ Ross. S. Rapaport                Director                                          October 22, 2003
  --------------------------------------
            Ross. S. Rapaport
  
          /s/ Beat Schlagenhauf                Director                                          October 22, 2003
  --------------------------------------
            Beat Schlagenhauf
  
         /s/ Robert C. Getchell                Director                                          October 22, 2003
  --------------------------------------
           Robert C. Getchell
  EXHIBIT INDEX
  
  Exhibit No.   Description
  ------------  -----------
    4.1(1)      Specimen certificate for the Common Stock
    5.1         Opinion of Foley Hoag LLP
   10.1(2)      Amended and Restated 1998 Incentive and Non-Statutory
                Stock Option Plan
   23.1         Consent of Grassi & Co., CPAs, P.C.
   23.2         Consent of Feldman Sherb & Co. P.C.
   23.3         Consent of Foley Hoag LLP (included in Exhibit 5.1)
   24.1         Power of Attorney (contained on the signature page)
  
  --------------------
  (1)      Filed as an exhibit to Amendment No. 1 to the Company's Registration
           Statement on Form S-1 (file number 33-72940), as declared effective by
           the Commission on February 24, 1994 and incorporated herein by
           reference.
  
  (2)      Filed as an Exhibit A to the Company's definitive Proxy Statement dated
           March 10, 2003, used in connection with its Annual Meeting of
           Stockholders held on April 10, 2003.