<PAGE>
 
    As filed with the Securities and Exchange Commission on July 3, 1997.
                                               Registration No. 333-
                                                                    -----------
=============================================================================== 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      ----------------------------------
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                      ----------------------------------

                              VITAL IMAGES, INC.
              (Exact name of issuer as specified in its charter)

          Minnesota                                       42-1321776
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                       3100 West Lake Street, Suite 100
                         Minneapolis, Minnesota 55416
         (Address of principal executive offices, including Zip Code)

                              VITAL IMAGES, INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
<TABLE> 
<CAPTION> 
<S>                                                 <C> 
        Gregory S. Furness                                   Copy to:
      Chief Financial Officer                          Trevor V. Gunderson
         Vital Images, Inc.                            Winthrop & Weinstine
   3100 West Lake Street, Suite 100                  3000 Dain Bosworth Plaza
     Minneapolis, Minnesota 55416                      60 South Sixth Street
(Name and address of agent for service)             Minneapolis, Minnesota 55402
                                                           (612) 347-0700
</TABLE> 
                                     (612) 915-8000
         (Telephone number, including area code, of agent for service)
 
              Approximate date of commencement of proposed sale:
  From time to time after the effective date of this registration statement.
 
                        CALCULATION OF REGISTRATION FEE
=============================================================================== 
<TABLE> 
<CAPTION> 
 
                                         Proposed      Proposed
   Title of                              Maximum       Maximum
  Securities               Amount        Offering      Aggregate    Amount of
    to be                  to be          Price        Offering    Registration
  Registered             Registered    Per Share (1)   Price (1)       Fee
-------------------------------------------------------------------------------
<S>                      <C>           <C>             <C>         <C>  
Common Stock,          250,000 shares     $1.6875      $421,875       $128
$.01 par value(2)
-------------------------------------------------------------------------------
</TABLE> 
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) based upon the average of the closing bid
     and asked price for such Common Stock on June 26, 1997, as reported on the
     OTC Bulletin Board.
(2)  Each share of Common Stock includes one Preferred Stock Purchase Right.
--------------------------------------------------------------------------------
<PAGE>
                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


     The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.


Item 1.  Plan Information.


Item 2.  Registrant Information and Employee Plan Annual Information.



                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     a.  The Company's Registration Statement on Form 10 (File No. 0-22229);

     b.  Description of the Company's Common Stock and Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 10 (File
No. 0-22229), including any amendments filed for the purpose of updating such
description;

     c.  The Company's Current Report on Form 8-K dated May 12, 1997;
 
     d.  The Company's Quarterly Report on Form 10-Q for the quarter ended 
April 30, 1997;

     e.  All other reports filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after May 2, 1997, the effective date of
the Company's Form 10 Registration Statement, and prior to the filing of this
Registration Statement; and

                                      -2-
<PAGE>
 
     f.   All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.

Item 4.  Description of Securities.

     The Company's Common Stock and Preferred Stock Purchase Rights offered
pursuant to this registration statement are registered under Section 12(g) of
the Securities Exchange Act of 1934. The description of the Company's Common
Stock and Preferred Stock Purchase Rights is incorporated by reference pursuant
to Item 3.b. above.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.


Item 6.  Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota Business Corporation Act provides that
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, the Company must indemnify its current and former officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement and which were incurred in
connection with actions, suits, or proceedings in which such persons are parties
by reason of the fact that they are or were an officer, director, employee or
agent of the corporation, if they (i) have not been indemnified by another
organization, (ii) acted in good faith, (iii) received no improper personal
benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability which may be asserted
against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

     Article VI of the Company's Bylaws and Article X of the Company's Articles
of Incorporation provide that the Company will indemnify such persons to the
fullest extent permitted by Section 302A.521 of the Minnesota Statutes.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                      -3-
<PAGE>
 
Item 8.  Exhibits.

Exhibit
Number   Description
-------  -----------

4.1      Rights Agreement dated as of May 1, 1997 between the Company and
         American Stock Transfer and Trust Company [incorporated by reference to
         Exhibit 4.4 to the Company's Registration Statement on Form 10 (File
         No. 0-22229)]

4.2      Certificate of Designation of Preferences and Rights of Series A Junior
         Preferred Stock of Vital Images, Inc. [incorporated by reference to
         Exhibit 4.5 to the Company's Registration Statement on Form 10 (File
         No. 0-22229)]

5.1      Opinion of Winthrop & Weinstine, P.A. as to the legality of Common
         Stock of the Company

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Winthrop & Weinstine, P.A. [included in its opinion filed as
         Exhibit 5.1]

24.1     Powers of Attorney [included as part of signature page]

99.1     1997 Employee Stock Purchase Plan [incorporated by reference to Exhibit
         10.10 to the Company's Registration Statement on Form 10 (Files No. 0-
         22229)]

Item 9.  Undertakings.

(a)  Rule 415 Offering.

     The undersigned small business issuer will:

     (1)  File, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

          (i)   Include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  Reflect in the prospectus any facts or events which,
                individually or together, represent a fundamental change in the
                information in the registration statement; and

          (iii) Include any additional or changed material information on the
                plan of distribution.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be

                                      -4-
<PAGE>
 
          included in a post-effective amendment by those paragraphs 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)  For determining liability under the Securities Act of 1933, treat each
          post-effective amendment as a new registration statement of the
          securities offered, and the offering of securities at that time to be
          the initial bona fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end 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 Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13 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)  Statement Required in Connection with Filing of Registration Statement on
     Form S-8.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 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 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.

                                      -5-
<PAGE>
 
                                 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 July 2, 1997.


                           VITAL IMAGES, INC.


                           By  /s/ Andrew M. Weiss
                              -------------------------------------
                              Andrew M. Weiss
                              President and Chief Executive Officer


                                 POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Andrew M. Weiss and Gregory S. Furness, each of whom may act individually as
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such person and in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits hereto and other 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agent, 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.
<TABLE>
<CAPTION>
         Signature                         Title                      Date
         ---------                         -----                      ----
<S>                          <C>                                <C>
 /s/ Andrew M. Weiss         President and Chief Executive      July 2, 1997
---------------------------  Officer and Director (principal
Andrew M. Weiss              executive officer)
 
/s/ Gregory S. Furness       Vice President-Finance, Chief      July 2, 1997
---------------------------  Financial Officer, Treasurer and
Gregory S. Furness           Secretary (principal financial
                             and accounting officer)
</TABLE> 

                                      -6-
<PAGE>
 
<TABLE>
<S>                          <C>                                <C>
/s/ Vincent Argiro, Ph.D.    Executive Vice President, Chief    July 2, 1997
---------------------------  Technology Officer and Director
Vincent Argiro, Ph.D.

                             Director and Chairman of the       
---------------------------  Board
Edward E. Strickland

                             Director                           
---------------------------
Richard W. Perkins

/s/ Douglas M. Pihl          Director                           July 2, 1997
---------------------------
Douglas M. Pihl

/s/ Sven A. Wehrwein         Director                           July 2, 1997 
---------------------------
Sven A. Wehrwein
</TABLE>

                                      -7-
<PAGE>
                                 Exhibit Index
<TABLE>
<CAPTION>
 
Exhibit No.                     Description
-----------                     -----------
<C>            <S>                                                     <C>
    4.1        Rights Agreement dated as of May 1, 1997 between the 
               Company and American Stock Transfer and Trust Company
               [incorporated by reference to Exhibit 4.4 to the 
               Company's Registration Statement on Form 10
               (File No. 0-22229)]

    4.2        Certificate of Designation of Preferences and Rights
               of Series A Junior Preferred Stock of Vital Images,
               Inc. [incorporated by reference to Exhibit 4.5 to
               the Company's Registration Statement on Form 10
               (File No. 0-22229)]

    5.1        Opinion of Winthrop & Weinstine, P.A. as to the           *
               legality of Common Stock of the Company.............

   23.1        Consent of Coopers & Lybrand L.L.P..................      *

   23.2        Consent of Winthrop & Weinstine, P.A. [included 
               in its opinion filed as Exhibit 5.1]

   24.1        Powers of Attorney [included as part of 
               signature page]

   99.1        Employee Stock Purchase Plan [incorporated by 
               reference to Exhibit 10.10 to the Company's
               Registration Statement on Form 10
               (Files No. 0-22229)]
</TABLE>
------------------
*   Filed herewith electronically.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17850}]
{"company-data": {"conformed-name": "VITAL IMAGES INC", "cik": "0000912888", "assigned-sic": "3842", "irs-number": "421321776", "state-of-incorporation": "MN", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30771", "film-number": "97636364"}, "business-address": {"street1": "3100 WEST LAKE ST STE 100", "city": "MINNEAPOLIS", "state": "MN", "zip": "55415", "phone": "6129158000"}, "mail-address": {"street1": "3100 WEST LAKE ST STE 100", "city": "MINNEAPOLIS", "state": "MN", "zip": "55416"}}
As filed with the Securities and Exchange Commission on July 3, 1997.
                                               Registration No. 333-
                                                                    -----------
=============================================================================== 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                      ----------------------------------
                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                      ----------------------------------

                              VITAL IMAGES, INC.
              (Exact name of issuer as specified in its charter)

          Minnesota                                       42-1321776
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                       3100 West Lake Street, Suite 100
                         Minneapolis, Minnesota 55416
         (Address of principal executive offices, including Zip Code)

                              VITAL IMAGES, INC.
                       1997 EMPLOYEE STOCK PURCHASE PLAN
                           (Full title of the plan)
Gregory S. Furness                                   Copy to:
      Chief Financial Officer                          Trevor V. Gunderson
         Vital Images, Inc.                            Winthrop & Weinstine
   3100 West Lake Street, Suite 100                  3000 Dain Bosworth Plaza
     Minneapolis, Minnesota 55416                      60 South Sixth Street
(Name and address of agent for service)             Minneapolis, Minnesota 55402
                                                           (612) 347-0700
(612) 915-8000
         (Telephone number, including area code, of agent for service)
 
              Approximate date of commencement of proposed sale:
  From time to time after the effective date of this registration statement.
 
                        CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed      Proposed
   Title of                              Maximum       Maximum
  Securities               Amount        Offering      Aggregate    Amount of
    to be                  to be          Price        Offering    Registration
  Registered             Registered    Per Share (1)   Price (1)       Fee
-------------------------------------------------------------------------------
Common Stock,          250,000 shares     $1.6875      $421,875       $128
$.01 par value(2)
-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) based upon the average of the closing bid
     and asked price for such Common Stock on June 26, 1997, as reported on the
     OTC Bulletin Board.
(2)  Each share of Common Stock includes one Preferred Stock Purchase Right.
--------------------------------------------------------------------------------
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in this Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents need
not be filed with the Securities and Exchange Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933.

Item 1.  Plan Information.

Item 2.  Registrant Information and Employee Plan Annual Information.

                                    PART II
 
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     a.  The Company's Registration Statement on Form 10 (File No. 0-22229);

     b.  Description of the Company's Common Stock and Preferred Stock Purchase
Rights contained in the Company's Registration Statement on Form 10 (File
No. 0-22229), including any amendments filed for the purpose of updating such
description;

     c.  The Company's Current Report on Form 8-K dated May 12, 1997;
 
     d.  The Company's Quarterly Report on Form 10-Q for the quarter ended 
April 30, 1997;

     e.  All other reports filed by the Company with the Securities and Exchange
Commission pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") after May 2, 1997, the effective date of
the Company's Form 10 Registration Statement, and prior to the filing of this
Registration Statement; and

                                      -2-
f.   All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this registration
statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining to be sold.

Item 4.  Description of Securities.

     The Company's Common Stock and Preferred Stock Purchase Rights offered
pursuant to this registration statement are registered under Section 12(g) of
the Securities Exchange Act of 1934. The description of the Company's Common
Stock and Preferred Stock Purchase Rights is incorporated by reference pursuant
to Item 3.b. above.

Item 5.  Interests of Named Experts and Counsel.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 302A.521 of the Minnesota Business Corporation Act provides that
unless prohibited or limited by a corporation's articles of incorporation or
bylaws, the Company must indemnify its current and former officers, directors,
employees and agents against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement and which were incurred in
connection with actions, suits, or proceedings in which such persons are parties
by reason of the fact that they are or were an officer, director, employee or
agent of the corporation, if they (i) have not been indemnified by another
organization, (ii) acted in good faith, (iii) received no improper personal
benefit, (iv) in the case of a criminal proceeding, had no reasonable cause to
believe the conduct was unlawful, and (v) reasonably believed that the conduct
was in the best interests of the corporation. Section 302A.521 also permits a
corporation to purchase and maintain insurance on behalf of its officers,
directors, employees and agents against any liability which may be asserted
against, or incurred by, such persons in their capacities as officers,
directors, employees and agents of the corporation, whether or not the
corporation would have been required to indemnify the person against the
liability under the provisions of such section.

     Article VI of the Company's Bylaws and Article X of the Company's Articles
of Incorporation provide that the Company will indemnify such persons to the
fullest extent permitted by Section 302A.521 of the Minnesota Statutes.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                      -3-
Item 8.  Exhibits.

Exhibit
Number   Description
-------  -----------

4.1      Rights Agreement dated as of May 1, 1997 between the Company and
         American Stock Transfer and Trust Company [incorporated by reference to
         Exhibit 4.4 to the Company's Registration Statement on Form 10 (File
         No. 0-22229)]

4.2      Certificate of Designation of Preferences and Rights of Series A Junior
         Preferred Stock of Vital Images, Inc. [incorporated by reference to
         Exhibit 4.5 to the Company's Registration Statement on Form 10 (File
         No. 0-22229)]

5.1      Opinion of Winthrop & Weinstine, P.A. as to the legality of Common
         Stock of the Company

23.1     Consent of Coopers & Lybrand L.L.P.

23.2     Consent of Winthrop & Weinstine, P.A. [included in its opinion filed as
         Exhibit 5.1]

24.1     Powers of Attorney [included as part of signature page]

99.1     1997 Employee Stock Purchase Plan [incorporated by reference to Exhibit
         10.10 to the Company's Registration Statement on Form 10 (Files No. 0-
         22229)]

Item 9.  Undertakings.

(a)  Rule 415 Offering.

     The undersigned small business issuer will:

     (1)  File, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement to:

          (i)   Include any prospectus required by Section 10(a)(3) of the
                Securities Act of 1933;

          (ii)  Reflect in the prospectus any facts or events which,
                individually or together, represent a fundamental change in the
                information in the registration statement; and

          (iii) Include any additional or changed material information on the
                plan of distribution.

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
          apply if the registration statement is on Form S-3 or Form S-8, and
          the information required to be

                                      -4-
included in a post-effective amendment by those paragraphs 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)  For determining liability under the Securities Act of 1933, treat each
          post-effective amendment as a new registration statement of the
          securities offered, and the offering of securities at that time to be
          the initial bona fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
          securities that remain unsold at the end 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 Securities Act of 1933, each filing of
     the registrant's annual report pursuant to Section 13 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)  Statement Required in Connection with Filing of Registration Statement on
     Form S-8.

     Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 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 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.

                                      -5-
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 July 2, 1997.

                           VITAL IMAGES, INC.

                           By  /s/ Andrew M. Weiss
                              -------------------------------------
                              Andrew M. Weiss
                              President and Chief Executive Officer

                                 POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
Andrew M. Weiss and Gregory S. Furness, each of whom may act individually as
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for such person and in such person's name, place
and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits hereto and other 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 such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agent, 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/ Andrew M. Weiss         President and Chief Executive      July 2, 1997
---------------------------  Officer and Director (principal
Andrew M. Weiss              executive officer)
 
/s/ Gregory S. Furness       Vice President-Finance, Chief      July 2, 1997
---------------------------  Financial Officer, Treasurer and
Gregory S. Furness           Secretary (principal financial
                             and accounting officer)
-6-
/s/ Vincent Argiro, Ph.D.    Executive Vice President, Chief    July 2, 1997
---------------------------  Technology Officer and Director
Vincent Argiro, Ph.D.

                             Director and Chairman of the       
---------------------------  Board
Edward E. Strickland

                             Director                           
---------------------------
Richard W. Perkins

/s/ Douglas M. Pihl          Director                           July 2, 1997
---------------------------
Douglas M. Pihl

/s/ Sven A. Wehrwein         Director                           July 2, 1997 
---------------------------
Sven A. Wehrwein
-7-
Exhibit Index
Exhibit No.                     Description
-----------                     -----------
4.1        Rights Agreement dated as of May 1, 1997 between the 
               Company and American Stock Transfer and Trust Company
               [incorporated by reference to Exhibit 4.4 to the 
               Company's Registration Statement on Form 10
               (File No. 0-22229)]

    4.2        Certificate of Designation of Preferences and Rights
               of Series A Junior Preferred Stock of Vital Images,
               Inc. [incorporated by reference to Exhibit 4.5 to
               the Company's Registration Statement on Form 10
               (File No. 0-22229)]

    5.1        Opinion of Winthrop & Weinstine, P.A. as to the           *
               legality of Common Stock of the Company.............

   23.1        Consent of Coopers & Lybrand L.L.P..................      *

   23.2        Consent of Winthrop & Weinstine, P.A. [included 
               in its opinion filed as Exhibit 5.1]

   24.1        Powers of Attorney [included as part of 
               signature page]

   99.1        Employee Stock Purchase Plan [incorporated by 
               reference to Exhibit 10.10 to the Company's
               Registration Statement on Form 10
               (Files No. 0-22229)]
------------------
*   Filed herewith electronically.