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.)
  
       45 KRUPP DRIVE, P.O. BOX 536, WILLISTON, VERMONT             05495
         (Address of Principal Executive Offices)                 (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                  TIMOTHY G. FALLON
                        Chairman and Chief Executive Officer
                             Vermont Pure Holdings, LTD.
                            45 Krupp Drive, P.O. Box 536
                              Williston, Vermont 05495
                       (Name and Address of Agent for Service)
                                   (802) 860-1126
  
            (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
  
  <TABLE>
  <CAPTION>
  
                                                                   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>
       Common Stock, $.001 par value       250,000 shares (1)      $1.96(2)         $490,000(2)            $63
  </TABLE>
  
  ----------
  
  (1) Represents shares of Common Stock issuable pursuant to awards that may be
  granted under the 2004 Stock Incentive Plan.
  
  (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 August 9, 2004.
  <PAGE>
                                       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, 2003;
  
        (2)   the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
              ended January 31, 2004 and April 30, 2004;
  
        (3)   the Company's Current Reports on Form 8-K filed with the Commission
              on March 9, 2004, March 16, 2004 and June 15, 2004.
  
        (4)   the Company's definitive Proxy Statement dated March 9, 2004, used
              in connection with its Annual Meeting of Stockholders held on April
              13, 2004;
  
        (5)   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
  
        (6)   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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        Section 145 of the Delaware General Corporation Law affords a Delaware
  corporation the power to indemnify its present and former directors and officers
  under certain conditions. Article 9 of the Company's Certificate of
  Incorporation provides that the Company may, to the full extent permitted by
  Section 145 of the Delaware General Corporation Law, indemnify all persons that
  it is permitted to indemnify under Section 145 of the Delaware General
  Corporation Law, as the same exists or may hereafter be amended.
  <PAGE>
        Section 145 of the Delaware General Corporation Law also affords a
  Delaware corporation the power to obtain insurance on behalf of its directors
  and officers against liabilities incurred by them in those capacities. The
  Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (a) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (b) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of its Certificate of
  Incorporation or its By-Laws.
  
  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) 2004 Stock Incentive Plan
        23.1    Consent of Deloitte & Touche LLP
        23.2    Consent of Grassi & Co., CPAs, P.C.
        23.3    Consent of Feldman Sherb & Co. P.C.
        23.4    Consent of Foley Hoag LLP (included in Exhibit 5.1)
        24.1    Power of Attorney (contained on the signature page)
  
  ITEM 9.  UNDERTAKINGS
  
  (a)   The undersigned Company hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement:
  
              (i)   To include any prospectus required by Section 10(a)(3) of the
                    Securities Act;
  
              (ii)  To reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was registered)
                    and any deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no
  
  --------
  (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 Exhibit A to the Company's definitive Proxy Statement dated March
  9, 2004, used in connection with its Annual Meeting of Stockholders held on
  April 13, 2004.
  <PAGE>
                    more than a 20% change in the maximum aggregate offering price
                    set forth in the "Calculation of Registration Fee" table in
                    the effective registration statement; and
  
              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such information in the
                    Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Company pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in this registration statement.
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof; and
  
        (3)   To remove from registration by means of post-effective amendment any
              of the securities being registered which remain unsold at the
              termination of the offering.
  
  (b)   The undersigned Company hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing of
        the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and each filing of the Plan's annual report pursuant to
        Section 15(d) of the Exchange Act) that is incorporated by reference in
        the Registration Statement shall be deemed to be a new Registration
        Statement relating to the securities offered therein, and the offering of
        such securities at the time shall be deemed to be the initial bona fide
        offering thereof.
  
  (c)   Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of the
        Company pursuant to the foregoing provisions, or otherwise, the Company
        pursuant to the foregoing provisions, or otherwise, the Company has been
        advised that in the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the Act and is,
        therefore, unenforceable. In the event that a claim for indemnification
        against such liabilities (other than the payment by the Company of
        expenses incurred or paid by a director, officer or controlling person of
        the Company in the successful defense of any action, suit or proceeding)
        is asserted by such director, officer or controlling person in connection
        with the securities being registered, the Company will, unless in the
        opinion of its counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate jurisdiction the question
        whether such indemnification by it is against public policy as expressed
        in the Act and will be governed by the final adjudication of such issue.
  <PAGE>
                                     SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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, on this 13th day of August, 2004.
  
                                   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                           August 13, 2004
  ------------------------------------         (Principal Executive Officer)
            Timothy G. Fallon
  
         /s/ Bruce S. MacDonald              Vice President, Chief Financial Officer and       August 13, 2004
  ------------------------------------         Treasurer(Principal Financial and
            Bruce S. MacDonald                 Accounting Officer)
  
           /s/ Henry E. Baker                Director and Chairman Emeritus                    August 13, 2004
  ------------------------------------
             Henry E. Baker
  
           /s/ Peter K. Baker                Director and President                            August 13, 2004
  ------------------------------------
              Peter K. Baker
  
          /s/ Philip Davidowitz              Director                                          August 13, 2004
  ------------------------------------
            Philip Davidowitz
  
  </TABLE>
  <PAGE>
  <TABLE>
  <S>                                        <C>                                               <C>
         /s/ Robert C. Getchell              Director                                          August 13, 2004
  ------------------------------------
           Robert C. Getchell
  
           /s/ Carol R. Lintz                Director                                          August 13, 2004
  ------------------------------------
             Carol R. Lintz
  
          /s/ David R. Preston               Chairman of the Board of Directors                August 13, 2004
  ------------------------------------
            David R. Preston
  
          /s/ Norman E. Rickard              Director                                          August 13, 2004
  ------------------------------------
            Norman E. Rickard
  
          /s/ Ross S. Rapaport               Director                                          August 13, 2004
  ------------------------------------
             Ross S. Rapaport
  
          /s/ Beat Schlagenhauf              Director                                          August 13, 2004
  ------------------------------------
            Beat Schlagenhauf
  
  </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)  2004 Stock Incentive Plan
        23.1     Consent of Deloitte & Touche LLP
        23.2     Consent of Grassi & Co., CPAs, P.C.
        23.3     Consent of Feldman Sherb & Co. P.C.
        23.4     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 Exhibit A to the Company's definitive Proxy Statement dated March
  9, 2004, used in connection with its Annual Meeting of Stockholders held on
  April 13, 2004.
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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": "333-118228", "film-number": "04974535"}, "business-address": {"street1": "RT 66 P O BOX C", "street2": "CATAMOUNT INDUSTRIAL PARK", "city": "RANDOLPH", "state": "VT", "zip": "05060", "phone": "8027283600"}, "mail-address": {"street1": "RT 66 P O BOX C", "street2": "CATAMOUNT 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.)
  
       45 KRUPP DRIVE, P.O. BOX 536, WILLISTON, VERMONT             05495
         (Address of Principal Executive Offices)                 (Zip Code)
  
                              2004 STOCK INCENTIVE PLAN
  
                              (Full Title of the Plan)
  
                                  TIMOTHY G. FALLON
                        Chairman and Chief Executive Officer
                             Vermont Pure Holdings, LTD.
                            45 Krupp Drive, P.O. Box 536
                              Williston, Vermont 05495
                       (Name and Address of Agent for Service)
                                   (802) 860-1126
  
            (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       250,000 shares (1)      $1.96(2)         $490,000(2)            $63
  ----------
  
  (1) Represents shares of Common Stock issuable pursuant to awards that may be
  granted under the 2004 Stock Incentive Plan.
  
  (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 August 9, 2004.
  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, 2003;
  
        (2)   the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
              ended January 31, 2004 and April 30, 2004;
  
        (3)   the Company's Current Reports on Form 8-K filed with the Commission
              on March 9, 2004, March 16, 2004 and June 15, 2004.
  
        (4)   the Company's definitive Proxy Statement dated March 9, 2004, used
              in connection with its Annual Meeting of Stockholders held on April
              13, 2004;
  
        (5)   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
  
        (6)   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 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
        Section 145 of the Delaware General Corporation Law affords a Delaware
  corporation the power to indemnify its present and former directors and officers
  under certain conditions. Article 9 of the Company's Certificate of
  Incorporation provides that the Company may, to the full extent permitted by
  Section 145 of the Delaware General Corporation Law, indemnify all persons that
  it is permitted to indemnify under Section 145 of the Delaware General
  Corporation Law, as the same exists or may hereafter be amended.
  Section 145 of the Delaware General Corporation Law also affords a
  Delaware corporation the power to obtain insurance on behalf of its directors
  and officers against liabilities incurred by them in those capacities. The
  Company has procured a directors' and officers' liability and company
  reimbursement liability insurance policy that (a) insures directors and officers
  of the Company against losses (above a deductible amount) arising from certain
  claims made against them by reason of certain acts done or attempted by such
  directors or officers and (b) insures the Company against losses (above a
  deductible amount) arising from any such claims, but only if the Company is
  required or permitted to indemnify such directors or officers for such losses
  under statutory or common law or under provisions of its Certificate of
  Incorporation or its By-Laws.
  
  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) 2004 Stock Incentive Plan
        23.1    Consent of Deloitte & Touche LLP
        23.2    Consent of Grassi & Co., CPAs, P.C.
        23.3    Consent of Feldman Sherb & Co. P.C.
        23.4    Consent of Foley Hoag LLP (included in Exhibit 5.1)
        24.1    Power of Attorney (contained on the signature page)
  
  ITEM 9.  UNDERTAKINGS
  
  (a)   The undersigned Company hereby undertakes:
  
        (1)   To file, during any period in which offers or sales are being made,
              a post-effective amendment to this Registration Statement:
  
              (i)   To include any prospectus required by Section 10(a)(3) of the
                    Securities Act;
  
              (ii)  To reflect in the prospectus any facts or events arising after
                    the effective date of the registration statement (or the most
                    recent post-effective amendment thereof) which, individually
                    or in the aggregate, represent a fundamental change in the
                    information set forth in the registration statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was registered)
                    and any deviation from the low or high end of the estimated
                    maximum offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to Rule 424(b)
                    if, in the aggregate, the changes in volume and price
                    represent no
  
  --------
  (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 Exhibit A to the Company's definitive Proxy Statement dated March
  9, 2004, used in connection with its Annual Meeting of Stockholders held on
  April 13, 2004.
  more than a 20% change in the maximum aggregate offering price
                    set forth in the "Calculation of Registration Fee" table in
                    the effective registration statement; and
  
              (iii) To include any material information with respect to the plan
                    of distribution not previously disclosed in the Registration
                    Statement or any material change to such information in the
                    Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
  information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the
  Commission by the Company pursuant to Section 13 or Section 15(d) of the
  Exchange Act that are incorporated by reference in this registration statement.
  
        (2)   That, for the purpose of determining any liability under the
              Securities Act, each such post-effective amendment shall be deemed
              to be a new registration statement relating to the securities
              offered therein, and the offering of such securities at that time
              shall be deemed to be the initial bona fide offering thereof; and
  
        (3)   To remove from registration by means of post-effective amendment any
              of the securities being registered which remain unsold at the
              termination of the offering.
  
  (b)   The undersigned Company hereby undertakes that, for purposes of
        determining any liability under the Securities Act of 1933, each filing of
        the Company's Annual Report pursuant to Section 13(a) or Section 15(d) of
        the Exchange Act (and each filing of the Plan's annual report pursuant to
        Section 15(d) of the Exchange Act) that is incorporated by reference in
        the Registration Statement shall be deemed to be a new Registration
        Statement relating to the securities offered therein, and the offering of
        such securities at the time shall be deemed to be the initial bona fide
        offering thereof.
  
  (c)   Insofar as indemnification for liabilities arising under the Securities
        Act may be permitted to directors, officers and controlling persons of the
        Company pursuant to the foregoing provisions, or otherwise, the Company
        pursuant to the foregoing provisions, or otherwise, the Company has been
        advised that in the opinion of the Securities and Exchange Commission such
        indemnification is against public policy as expressed in the Act and is,
        therefore, unenforceable. In the event that a claim for indemnification
        against such liabilities (other than the payment by the Company of
        expenses incurred or paid by a director, officer or controlling person of
        the Company in the successful defense of any action, suit or proceeding)
        is asserted by such director, officer or controlling person in connection
        with the securities being registered, the Company will, unless in the
        opinion of its counsel the matter has been settled by controlling
        precedent, submit to a court of appropriate jurisdiction the question
        whether such indemnification by it is against public policy as expressed
        in the Act and will be governed by the final adjudication of such issue.
  SIGNATURES
  
        Pursuant to the requirements of the Securities Act of 1933, as amended,
  the Company 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, on this 13th day of August, 2004.
  
                                   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                           August 13, 2004
  ------------------------------------         (Principal Executive Officer)
            Timothy G. Fallon
  
         /s/ Bruce S. MacDonald              Vice President, Chief Financial Officer and       August 13, 2004
  ------------------------------------         Treasurer(Principal Financial and
            Bruce S. MacDonald                 Accounting Officer)
  
           /s/ Henry E. Baker                Director and Chairman Emeritus                    August 13, 2004
  ------------------------------------
             Henry E. Baker
  
           /s/ Peter K. Baker                Director and President                            August 13, 2004
  ------------------------------------
              Peter K. Baker
  
          /s/ Philip Davidowitz              Director                                          August 13, 2004
  ------------------------------------
            Philip Davidowitz
  /s/ Robert C. Getchell              Director                                          August 13, 2004
  ------------------------------------
           Robert C. Getchell
  
           /s/ Carol R. Lintz                Director                                          August 13, 2004
  ------------------------------------
             Carol R. Lintz
  
          /s/ David R. Preston               Chairman of the Board of Directors                August 13, 2004
  ------------------------------------
            David R. Preston
  
          /s/ Norman E. Rickard              Director                                          August 13, 2004
  ------------------------------------
            Norman E. Rickard
  
          /s/ Ross S. Rapaport               Director                                          August 13, 2004
  ------------------------------------
             Ross S. Rapaport
  
          /s/ Beat Schlagenhauf              Director                                          August 13, 2004
  ------------------------------------
            Beat Schlagenhauf
  EXHIBIT INDEX
  
   Exhibit No.  Description
   -----------  -----------
  
        4.1(1)   Specimen certificate for the Common Stock
        5.1      Opinion of Foley Hoag LLP
        10.1(2)  2004 Stock Incentive Plan
        23.1     Consent of Deloitte & Touche LLP
        23.2     Consent of Grassi & Co., CPAs, P.C.
        23.3     Consent of Feldman Sherb & Co. P.C.
        23.4     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 Exhibit A to the Company's definitive Proxy Statement dated March
  9, 2004, used in connection with its Annual Meeting of Stockholders held on
  April 13, 2004.