<PAGE>   1
     As filed with the Securities and Exchange Commission on March 25, 1997
                                                    Registration No. ___________

________________________________________________________________________________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _____________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                 _____________

                              MICHAEL FOODS, INC.
             (Exact name of registrant as specified in its charter)

            Minnesota                                41-0498850
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)


                              MICHAEL FOODS, INC.
                           1997 STOCK INCENTIVE PLAN
                              (Full title of Plan)

                        324 Park National Bank Building
                             5353 Wayzata Boulevard
                         Minneapolis, Minnesota  55416
         (Address, including zip code, of Principal Executive Offices)


                                 _____________


                                  Copies to:


Philip T. Colton, Esq.                           Jeffrey M. Shapiro
Maun & Simon, PLC                                Executive Vice President
2000 Midwest Plaza Building West                 324 Park National Bank Building
801 Nicollet Mall                                5353 Wayzata Boulevard
Minneapolis, Minnesota 55402-2534                Minneapolis, Minnesota  55416
(612) 904-7400                                   (612) 546-1500
                                                 (Name and address of agent for
                                                  service)


                                 _____________
                        CALCULATION OF REGISTRATION FEE

<TABLE>
============================================================================================
<S>                   <C>               <C>                 <C>                 <C>
                                                             Proposed Maximum    Amount of
Title of Securities     Amount to be     Proposed Maximum   Aggregate Offering  Registration
  To be Registered       Registered     Offering Per Share        Price             Fee
Common Stock $.01
par value under
1997 Stock
Incentive Plan        1,000,000 shares          $10.8125(1)     $10,812,500(1)   $3276.51(1)
============================================================================================
</TABLE>

     (In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the
     registration statement includes all other interests under the Plans which
     may be deemed securities for purposes of the Securities Act of 1933.  No
     additional fee is payable for the registration of such interests.)

(1)  The registration statement covers 1,000,000 shares of the registrant's
     common stock that may be issued pursuant to the Michael Foods, Inc. 1997
     Stock Incentive Plan.  Pursuant to Rule 457(h), the proposed maximum
     offering price was estimated solely on the basis of a price of $11.125 per
     share which was the last reported price quoted for Michael Foods, Inc.
     common stock on NASDAQ/NMS on March 24, 1997.

________________________________________________________________________________
<PAGE>   2



                                  INTRODUCTION
                                  ------------

     Michael Foods, Inc. (the "Registrant") hereby registers 1,000,000 shares
of its common stock, $.01 par value, which may be issued pursuant to its 1997
Stock Incentive Plan and options granted pursuant thereto.  The purpose of the
1997 Stock Incentive Plan is to afford an incentive to key employees of the
Registrant and its affiliates to acquire an equity interest in the Registrant,
to encourage such employees to increase their efforts on behalf of the
Registrant and remain in its employ, and to more closely align the interests of
such key employees with those of the Registrant's shareholders.  The Registrant
approved the 1997 Stock Incentive Plan on March 13, 1997 and the 1997 Stock
Incentive Plan will be proposed for ratification by the Registrant's 
shareholders at the Registrant's next regularly scheduled annual meeting of 
shareholders.


                                      
                                      1
<PAGE>   3


                                     PART I
                                     ------

/Item 1.  Plan Information.

          Not applicable/not included in Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not applicable/not included in Registration Statement.

                                    PART II
                                    -------

Item 3.  Incorporation of Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein and made a part hereof by reference:

     (1)   Registrant's and Michael Foods, Inc., a Delaware corporation's
("MFI") Annual Reports on Form 10-K for the year ended December 31, 1995 and 
all amendments thereto, filed pursuant to Section 13 of the Securities Exchange 
Act of 1934, as amended.

     (2)   Registrant's and MFI's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996, and September 30, 1996 filed 
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and
all other reports, if any, filed by the Registrant and MFI pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the
end of the fiscal year ended December 31, 1995.

     (3)   Registrant's Current Reports on Form 8-K filed March 13, 1997, 
February 18, 1997 and December 27, 1996, respectively, and MFI's Current 
Reports on Form 8-K filed July 10, 1996, December 5, 1996 and December 26, 1996,
respectively, pursuant to Section 13 of the Securities Exchange Act of 1934, 
as amended. 

     (4)   MFI's Proxy Statement and Registrant's Registration Statement on
Form S-4 Registration No. 333-1863 filed in connection with MFI's Annual 
Meeting of Stockholders held on December 30, 1996.

     (5)   The description of the Registrant's Common Stock as contained in 
MFI's Proxy Statement and Registrant's Registration Statement on Form S-4 in
Registration Statement No. 333-1863.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 
after the date of this registration statement and prior to the filing of a
post-effective amendment to the registration statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are 


                                      2
<PAGE>   4


incorporated herein by reference and made a part hereof from the date of filing
of such documents without future action by the Registrant.

Item 4.  Description of Securities.

     This item is not applicable.  The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Amended and Restated Articles of Incorporation limit the
liability of directors in their capacity as directors to the Registrant or its
shareholders to the full extent permitted by Minnesota law.  Minnesota law
provides that, if so provided in a company's articles of incorporation, a
director shall not be liable to the company or its shareholders for monetary
damage for breach of fiduciary duty as a director, except (a) for any breach of
the director's duty of loyalty to the company or its shareholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for dividends, stock repurchases and other
distributions made in violation of Minnesota law or for violations of Minnesota
securities laws, (d) for any transactions from which the director derived an
improper personal benefit or (e) for any act or omission occurring prior to the
effective date of the provision in the company's articles of incorporation
limiting such liability.  These provisions do not affect the availability of
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty, although, as a practical matter,
equitable relief may not be available.  The above provisions also do not limit
the liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.

     The Registrant's Amended and Restated Articles also require the Registrant
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (including an action
by or in the right of the corporation) to the full extent permitted by the
Minnesota Business Corporation Act.  The Minnesota Business Corporation Act
contains an extensive indemnification provision which requires mandatory
indemnification by the Registrant of any officer, director, or affiliated
person who was or is a party, or who is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or
she is or was a member, director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a member,
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses, including
attorneys' fees, and against judgments, fines, and amounts paid in settlement
actually and 


                                      3
<PAGE>   5
reasonably incurred by him or her in connection with such action,
suit, or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  In some instances
a court must approve such indemnification.  The Amended and Restated Articles
of Incorporation of the Registrant, as amended, provide for such
indemnification to the extent permitted under the Minnesota Business
Corporation Act.  As to indemnification for liabilities arising under the
Securities Act of 1933 for directors, officers, or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy and is unenforceable.

     The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which it may incur in
conjunction with the foregoing indemnity provisions and which may provide
direct indemnification to officers and directors where the Registrant is unable
to do so.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Additional Exhibits.

       4.1        Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 

       4.2        Specimen form of Registrant's Common Stock Certificate
                  (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K
                  dated March 13, 1997 and incorporated herein by reference).

       5.1        Opinion of Maun & Simon, PLC, including consent.*

       23.1       Consent of Grant Thornton, LLP.*

       23.2       Consent of Coopers & Lybrand, L.L.P.*

       23.3       Consent of Ernst & Young, LLP.*


---------------
*    Filed herewith.

Item 9.  Undertakings.

(a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:


                                      4
<PAGE>   6


     (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 of 1933 (the "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;

           (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 subparagraphs (i) and (ii) above will
      not apply if the information required to be included in a
      post-effective amendment by those subparagraphs is contained in
      periodic reports filed by the Registrant pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the 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.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(b)  Filings Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 that time shall be deemed to be the
initial bona fide offering thereof.

(h)  Employee Plans on Form S-8.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 


                                      5
<PAGE>   7


     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 
     Registrant of expenses incurred or paid by a director, officer or 
     controlling person of the Registrant 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
     Registrant 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, the Registrant
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, in the City of Minneapolis, State of Minnesota, on March 17, 1997.

                                     MICHAEL FOODS, INC.

                                     By:  /s/ GREGG A. OSTRANDER
                                          ----------------------------------    
                                          Gregg A. Ostrander, President and
                                          Principal Executive Officer



                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey M. Shapiro and John D. Reedy his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 their or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.


     Signature                       Title                     Date
     ---------                       -----                     ----


/s/ GREGG A. OSTRANDER       President; Principal        March 17, 1997 
-------------------------    Executive Officer
Gregg A. Ostrander           and Director



                                      6
<PAGE>   8





/s/ JOHN D. REEDY            Vice President-Finance;     March 17, 1997
--------------------------   Principal Accounting and
John D. Reedy                Financial Officer
                             and Treasurer


/s/ RICHARD A. COONROD       Director                    March 18, 1997
--------------------------
Richard A. Coonrod


/s/ MILES E. EFRON           Director                    March 18, 1997
--------------------------
Miles E. Efron


/s/ ARVID C. KNUDTSON        Director                    March 18, 1997
--------------------------
Arvid C. Knudtson


/s/ JOSEPH D. MARSHBURN      Director                    March 18, 1997
--------------------------
Joseph D. Marshburn


/s/ JEFFREY J. MICHAEL       Director                    March 18, 1997
--------------------------
Jeffrey J. Michael


/s/ MAUREEN B. BELLANTONI    Director                    March 18, 1997
--------------------------
Maureen B. Bellantoni


/s/ STEPHEN T. PAPETTI       Director                    March 18, 1997
--------------------------
Stephen T. Papetti


/s/ ARTHUR J. PAPETTI        Director                    March 18, 1997
--------------------------
Arthur J. Papetti




                                      7
<PAGE>   9



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 -------------


                                    EXHIBITS

                                       TO


                                    FORM S-8


                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 -------------

                              MICHAEL FOODS, INC.

                           1997 STOCK INCENTIVE PLAN


________________________________________________________________________________
<PAGE>   10




                                 EXHIBIT INDEX


     4.1          Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 

     4.2          Specimen form of Registrant's Common Stock Certificate
                  (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K
                  dated March 13, 1997 and incorporated herein by reference).


     5.1          Opinion of Maun & Simon, PLC, including consent.*

    23.1          Consent of Grant Thornton, LLP.*

    23.2          Consent of Coopers & Lybrand, L.L.P.*

    23.3          Consent of Ernst & Young, LLP.*

---------------
*    Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20891}]
{"company-data": {"conformed-name": "MICHAEL FOODS INC /MN", "cik": "0000768158", "assigned-sic": "5045", "irs-number": "410498850", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-23949", "film-number": "97562952"}, "business-address": {"street1": "5353 WAYZATA BLVD", "street2": "PARK NATIONAL BANK BLDG STE 610", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416", "phone": "612-941-76"}, "mail-address": {"street1": "610 PARK NATIONAL BANK BUILDING", "street2": "5353 WAYZATA BOULEVARD", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416"}, "former-company": {"former-conformed-name": "NORTH STAR UNIVERSAL INC", "date-changed": "19920703"}}
1
     As filed with the Securities and Exchange Commission on March 25, 1997
                                                    Registration No. ___________

________________________________________________________________________________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _____________

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                 _____________

                              MICHAEL FOODS, INC.
             (Exact name of registrant as specified in its charter)

            Minnesota                                41-0498850
(State or other jurisdiction of          (I.R.S. Employer Identification Number)
incorporation or organization)

                              MICHAEL FOODS, INC.
                           1997 STOCK INCENTIVE PLAN
                              (Full title of Plan)

                        324 Park National Bank Building
                             5353 Wayzata Boulevard
                         Minneapolis, Minnesota  55416
         (Address, including zip code, of Principal Executive Offices)

                                 _____________

                                  Copies to:

Philip T. Colton, Esq.                           Jeffrey M. Shapiro
Maun & Simon, PLC                                Executive Vice President
2000 Midwest Plaza Building West                 324 Park National Bank Building
801 Nicollet Mall                                5353 Wayzata Boulevard
Minneapolis, Minnesota 55402-2534                Minneapolis, Minnesota  55416
(612) 904-7400                                   (612) 546-1500
                                                 (Name and address of agent for
                                                  service)

                                 _____________
                        CALCULATION OF REGISTRATION FEE

============================================================================================
Proposed Maximum    Amount of
Title of Securities     Amount to be     Proposed Maximum   Aggregate Offering  Registration
  To be Registered       Registered     Offering Per Share        Price             Fee
Common Stock $.01
par value under
1997 Stock
Incentive Plan        1,000,000 shares          $10.8125(1)     $10,812,500(1)   $3276.51(1)
============================================================================================
(In addition, pursuant to Rule 416(c) under the Securities Act of 1933, the
     registration statement includes all other interests under the Plans which
     may be deemed securities for purposes of the Securities Act of 1933.  No
     additional fee is payable for the registration of such interests.)

(1)  The registration statement covers 1,000,000 shares of the registrant's
     common stock that may be issued pursuant to the Michael Foods, Inc. 1997
     Stock Incentive Plan.  Pursuant to Rule 457(h), the proposed maximum
     offering price was estimated solely on the basis of a price of $11.125 per
     share which was the last reported price quoted for Michael Foods, Inc.
     common stock on NASDAQ/NMS on March 24, 1997.

________________________________________________________________________________
2

                                  INTRODUCTION
                                  ------------

     Michael Foods, Inc. (the "Registrant") hereby registers 1,000,000 shares
of its common stock, $.01 par value, which may be issued pursuant to its 1997
Stock Incentive Plan and options granted pursuant thereto.  The purpose of the
1997 Stock Incentive Plan is to afford an incentive to key employees of the
Registrant and its affiliates to acquire an equity interest in the Registrant,
to encourage such employees to increase their efforts on behalf of the
Registrant and remain in its employ, and to more closely align the interests of
such key employees with those of the Registrant's shareholders.  The Registrant
approved the 1997 Stock Incentive Plan on March 13, 1997 and the 1997 Stock
Incentive Plan will be proposed for ratification by the Registrant's 
shareholders at the Registrant's next regularly scheduled annual meeting of 
shareholders.

                                      
                                      1
3

                                     PART I
                                     ------

/Item 1.  Plan Information.

          Not applicable/not included in Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not applicable/not included in Registration Statement.

                                    PART II
                                    -------

Item 3.  Incorporation of Documents By Reference.

     The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated herein and made a part hereof by reference:

     (1)   Registrant's and Michael Foods, Inc., a Delaware corporation's
("MFI") Annual Reports on Form 10-K for the year ended December 31, 1995 and 
all amendments thereto, filed pursuant to Section 13 of the Securities Exchange 
Act of 1934, as amended.

     (2)   Registrant's and MFI's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996, and September 30, 1996 filed 
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, and
all other reports, if any, filed by the Registrant and MFI pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since the
end of the fiscal year ended December 31, 1995.

     (3)   Registrant's Current Reports on Form 8-K filed March 13, 1997, 
February 18, 1997 and December 27, 1996, respectively, and MFI's Current 
Reports on Form 8-K filed July 10, 1996, December 5, 1996 and December 26, 1996,
respectively, pursuant to Section 13 of the Securities Exchange Act of 1934, 
as amended. 

     (4)   MFI's Proxy Statement and Registrant's Registration Statement on
Form S-4 Registration No. 333-1863 filed in connection with MFI's Annual 
Meeting of Stockholders held on December 30, 1996.

     (5)   The description of the Registrant's Common Stock as contained in 
MFI's Proxy Statement and Registrant's Registration Statement on Form S-4 in
Registration Statement No. 333-1863.

     All documents filed by the Registrant with the Commission pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 
after the date of this registration statement and prior to the filing of a
post-effective amendment to the registration statement indicating that all
securities offered have been sold or which deregisters all securities then
remaining unsold, are 

                                      2
4

incorporated herein by reference and made a part hereof from the date of filing
of such documents without future action by the Registrant.

Item 4.  Description of Securities.

     This item is not applicable.  The class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as amended.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Amended and Restated Articles of Incorporation limit the
liability of directors in their capacity as directors to the Registrant or its
shareholders to the full extent permitted by Minnesota law.  Minnesota law
provides that, if so provided in a company's articles of incorporation, a
director shall not be liable to the company or its shareholders for monetary
damage for breach of fiduciary duty as a director, except (a) for any breach of
the director's duty of loyalty to the company or its shareholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) for dividends, stock repurchases and other
distributions made in violation of Minnesota law or for violations of Minnesota
securities laws, (d) for any transactions from which the director derived an
improper personal benefit or (e) for any act or omission occurring prior to the
effective date of the provision in the company's articles of incorporation
limiting such liability.  These provisions do not affect the availability of
equitable remedies, such as an action to enjoin or rescind a transaction
involving a breach of fiduciary duty, although, as a practical matter,
equitable relief may not be available.  The above provisions also do not limit
the liability of the directors for violations of, or relieve them from the
necessity of complying with, the federal securities laws.

     The Registrant's Amended and Restated Articles also require the Registrant
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (including an action
by or in the right of the corporation) to the full extent permitted by the
Minnesota Business Corporation Act.  The Minnesota Business Corporation Act
contains an extensive indemnification provision which requires mandatory
indemnification by the Registrant of any officer, director, or affiliated
person who was or is a party, or who is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or
she is or was a member, director, officer, employee, or agent of the
Registrant, or is or was serving at the request of the Registrant as a member,
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses, including
attorneys' fees, and against judgments, fines, and amounts paid in settlement
actually and 

                                      3
5
reasonably incurred by him or her in connection with such action,
suit, or proceeding, if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.  In some instances
a court must approve such indemnification.  The Amended and Restated Articles
of Incorporation of the Registrant, as amended, provide for such
indemnification to the extent permitted under the Minnesota Business
Corporation Act.  As to indemnification for liabilities arising under the
Securities Act of 1933 for directors, officers, or persons controlling the
Registrant, the Registrant has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy and is unenforceable.

     The Registrant maintains a policy of directors and officers liability
insurance which reimburses the Registrant for expenses which it may incur in
conjunction with the foregoing indemnity provisions and which may provide
direct indemnification to officers and directors where the Registrant is unable
to do so.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Additional Exhibits.

       4.1        Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 

       4.2        Specimen form of Registrant's Common Stock Certificate
                  (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K
                  dated March 13, 1997 and incorporated herein by reference).

       5.1        Opinion of Maun & Simon, PLC, including consent.*

       23.1       Consent of Grant Thornton, LLP.*

       23.2       Consent of Coopers & Lybrand, L.L.P.*

       23.3       Consent of Ernst & Young, LLP.*

---------------
*    Filed herewith.

Item 9.  Undertakings.

(a)  Rule 415 Offering.

     The undersigned Registrant hereby undertakes:

                                      4
6

     (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 of 1933 (the "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;

           (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 subparagraphs (i) and (ii) above will
      not apply if the information required to be included in a
      post-effective amendment by those subparagraphs is contained in
      periodic reports filed by the Registrant pursuant to Section 13 or
      Section 15(d) of the Securities Exchange Act of 1934 that are
      incorporated by reference in the registration statement.

     (2)   That, for the purpose of determining any liability under the 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.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(b)  Filings Incorporating Subsequent Exchange Act Documents by Reference.

     The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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 that time shall be deemed to be the
initial bona fide offering thereof.

(h)  Employee Plans on Form S-8.

     Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange 

                                      5
7

     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 
     Registrant of expenses incurred or paid by a director, officer or 
     controlling person of the Registrant 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
     Registrant 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, the Registrant
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, in the City of Minneapolis, State of Minnesota, on March 17, 1997.

                                     MICHAEL FOODS, INC.

                                     By:  /s/ GREGG A. OSTRANDER
                                          ----------------------------------    
                                          Gregg A. Ostrander, President and
                                          Principal Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jeffrey M. Shapiro and John D. Reedy his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, 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 their or his substitute or substitutes, 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 by the following persons in the
capacities and on the dates indicated.

     Signature                       Title                     Date
     ---------                       -----                     ----

/s/ GREGG A. OSTRANDER       President; Principal        March 17, 1997 
-------------------------    Executive Officer
Gregg A. Ostrander           and Director

                                      6
8

/s/ JOHN D. REEDY            Vice President-Finance;     March 17, 1997
--------------------------   Principal Accounting and
John D. Reedy                Financial Officer
                             and Treasurer

/s/ RICHARD A. COONROD       Director                    March 18, 1997
--------------------------
Richard A. Coonrod

/s/ MILES E. EFRON           Director                    March 18, 1997
--------------------------
Miles E. Efron

/s/ ARVID C. KNUDTSON        Director                    March 18, 1997
--------------------------
Arvid C. Knudtson

/s/ JOSEPH D. MARSHBURN      Director                    March 18, 1997
--------------------------
Joseph D. Marshburn

/s/ JEFFREY J. MICHAEL       Director                    March 18, 1997
--------------------------
Jeffrey J. Michael

/s/ MAUREEN B. BELLANTONI    Director                    March 18, 1997
--------------------------
Maureen B. Bellantoni

/s/ STEPHEN T. PAPETTI       Director                    March 18, 1997
--------------------------
Stephen T. Papetti

/s/ ARTHUR J. PAPETTI        Director                    March 18, 1997
--------------------------
Arthur J. Papetti

                                      7
9

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 -------------

                                    EXHIBITS

                                       TO

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                 -------------

                              MICHAEL FOODS, INC.

                           1997 STOCK INCENTIVE PLAN

________________________________________________________________________________
10

                                 EXHIBIT INDEX

     4.1          Form of Michael Foods, Inc. 1997 Stock Incentive Plan.* 

     4.2          Specimen form of Registrant's Common Stock Certificate
                  (filed as Exhibit 4.1 to the Registrant's Report on Form 8-K
                  dated March 13, 1997 and incorporated herein by reference).

     5.1          Opinion of Maun & Simon, PLC, including consent.*

    23.1          Consent of Grant Thornton, LLP.*

    23.2          Consent of Coopers & Lybrand, L.L.P.*

    23.3          Consent of Ernst & Young, LLP.*

---------------
*    Filed herewith.