<PAGE>

  As filed with the Securities and Exchange Commission on September 24, 2004.

                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     --------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     --------------------------------------

                               NAVARRE CORPORATION
               (Exact name of issuer as specified in its charter)

             MINNESOTA                                   41-1704319
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             7400 49th AVENUE NORTH
                            NEW HOPE, MINNESOTA 55428
          (Address of principal executive offices, including Zip Code)

                       NAVARRE CORPORATION 2004 STOCK PLAN
                            (Full title of the plan)

              ERIC H. PAULSON                              Copy to:
                 PRESIDENT                             PHILIP T. COLTON
            NAVARRE CORPORATION                    WINTHROP & WEINSTINE, P.A.
          7400 49th AVENUE NORTH                    225 SOUTH SIXTH STREET
        NEW HOPE, MINNESOTA  55438                         SUITE 3500
       TELEPHONE: (612) 535-8333                  MINNEAPOLIS, MINNESOTA 55402
    (Name, address and telephone number             TELEPHONE: (612) 604-6400
 including area code of agent for service)

                         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 (1)         PER SHARE (2)         PRICE (2)                FEE
--------------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>               <C>                     <C>
Common Stock,
 no par value(3)        1,000,000 shares            $14.75         $14,750,000.00          $1,868.83
--------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The number of shares being registered consists of 1,000,000 shares of
      Common Stock which may be issued under the Navarre Corporation 2004 Stock
      Plan.

(2)   Pursuant to Rule 457(c), the offering price is equal to the average of the
      high and low prices of the common stock as of September 20, 2004 as
      reported on The Nasdaq National Market.

(3)   Pursuant to Rule 416(a), also covers additional securities that may be
      offered as a result of stock splits, stock dividends or similar
      transactions.

<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 description of the Company's Common Stock as set forth under the
caption "Capital Stock" in the Company's Registration Statement on Form 8-A
(File No. 0-22982) including any amendment or report filed for the purpose of
updating that description;

         b. The Company's Annual Report on Form 10-K for the year ended March
31, 2004;

         c. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004;

         d. The Company's Current Reports on Form 8-K and Form 8-K/A filed April
15, 2004, May 26, 2004, June 22, 2004, July 20, 2004, July 21, 2004, July 27,
2004 and August 2, 2004;

         e. The Company's Proxy Statement dated July 27, 2004, for its Annual
Meeting of Shareholders held on September 13, 2004; and

         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 (excluding, however,
any portion of such documents, and any portion of the reports listed in 3.d.
above, not deemed to be "filed" with the Securities and Exchange Commission (the
"SEC") pursuant to the rules of the SEC).

                                     - 2 -

<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires
the Company to indemnify any person made or threatened to be made a party to a
proceeding by reason of acts or omissions performed in the person's official
capacity against judgments, penalties, fines and reasonable expenses (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper personal benefit, reasonably believed that such
conduct was in the best interests or was not opposed to the best interests of
the Company, and, in the case of criminal proceedings, had no reasonable cause
to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the company, upon
written request, of reasonable expenses (including attorneys' fees) incurred by
a person in advance of the final disposition of a proceeding, upon receipt by
the Company of a written affirmation by the person of a good faith belief that
the criteria for indemnification have been satisfied and a written undertaking
by the person to repay all amounts, if it is ultimately determined that the
criteria for indemnification have not been satisfied, and after a decision that
the known facts would not preclude indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholder or by a court.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The exhibits to this Registration Statement on Form S-8 are described
on the Exhibit Index.

ITEM 9. UNDERTAKINGS.

(a)    RULE 415 OFFERING.

         The undersigned registrant 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 of 1933;

                                     - 3 -

<PAGE>

                  (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
                           amendments 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 more than 20 percent 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 described 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 registration statement is on Form S-3, Form
                  S-8 or Form F-3, and 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 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
                  Securities Act of 1933, each 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 Securities Act of 1933, 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)   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

                                     - 4 -

<PAGE>

      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 New Hope, State of Minnesota on September 24, 2004.

                                                NAVARRE CORPORATION

                                                By: /s/ Eric H. Paulson
                                                    ----------------------------
                                                    Eric H. Paulson
                                                    President

                                     - 6 -

<PAGE>

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes Eric H. Paulson and James G. Gilbertson, jointly and
severally, his attorney-in-fact, with full power of substitution for him and in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and agents, or their 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/ Eric H. Paulson                        Chairman of the Board, President and Chief    September 24, 2004
---------------------------                 Executive Officer
Eric H. Paulson

/s/ Charles E. Cheney                       Vice-Chairman of the Board                    September 24, 2004
---------------------------
Charles E. Cheney

 /s/ James G. Gilbertson                    Vice President, Chief Financial Officer       September 24, 2004
---------------------------
James G. Gilbertson

 /s/ Keith A. Benson                        Director                                      September 24, 2004
---------------------------
Keith A. Benson

 /s/ Timothy R. Gentz                       Director                                      September 24, 2004
---------------------------
Timothy R. Gentz

 /s/ James G. Sippl                         Director                                      September 24, 2004
---------------------------
James G. Sippl

 /s/ Michael L. Snow                        Director                                      September 24, 2004
---------------------------
Michael L. Snow

 /s/Tom F.Weyl                              Director                                      September 24, 2004
---------------------------
Tom F. Weyl

 /s/ Dickinson G. Wiltz                     Director                                      September 24, 2004
---------------------------
Dickinson G. Wiltz
</TABLE>

                                     - 7 -

<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                     Description
-----------                                     -----------
<S>              <C>
     4           Navarre Corporation 2004 Stock Plan (incorporated by reference to Exhibit D to
                 Schedule 14A dated July 27, 2004).

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

  23.1           Consent of Ernst & Young, LLP.

  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).
</TABLE>

                                     - 8 -
[{"type": "S-8", "sequence": "1", "filename": "c88387sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17791}]
{"company-data": {"conformed-name": "NAVARRE CORP /MN/", "cik": "0000911650", "assigned-sic": "5045", "irs-number": "411704319", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-119260", "film-number": "041045214"}, "business-address": {"street1": "7400 49TH AVE N", "city": "NEW HOPE", "state": "MN", "zip": "55428", "phone": "7635358333"}, "mail-address": {"street1": "7400 49TH AVE NORTH", "city": "NEW HOPE", "state": "MN", "zip": "55428"}}
As filed with the Securities and Exchange Commission on September 24, 2004.

                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                     --------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     --------------------------------------

                               NAVARRE CORPORATION
               (Exact name of issuer as specified in its charter)

             MINNESOTA                                   41-1704319
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                             7400 49th AVENUE NORTH
                            NEW HOPE, MINNESOTA 55428
          (Address of principal executive offices, including Zip Code)

                       NAVARRE CORPORATION 2004 STOCK PLAN
                            (Full title of the plan)

              ERIC H. PAULSON                              Copy to:
                 PRESIDENT                             PHILIP T. COLTON
            NAVARRE CORPORATION                    WINTHROP & WEINSTINE, P.A.
          7400 49th AVENUE NORTH                    225 SOUTH SIXTH STREET
        NEW HOPE, MINNESOTA  55438                         SUITE 3500
       TELEPHONE: (612) 535-8333                  MINNEAPOLIS, MINNESOTA 55402
    (Name, address and telephone number             TELEPHONE: (612) 604-6400
 including area code of agent for service)

                         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 (1)         PER SHARE (2)         PRICE (2)                FEE
--------------------------------------------------------------------------------------------------------
Common Stock,
 no par value(3)        1,000,000 shares            $14.75         $14,750,000.00          $1,868.83
--------------------------------------------------------------------------------------------------------
(1)   The number of shares being registered consists of 1,000,000 shares of
      Common Stock which may be issued under the Navarre Corporation 2004 Stock
      Plan.

(2)   Pursuant to Rule 457(c), the offering price is equal to the average of the
      high and low prices of the common stock as of September 20, 2004 as
      reported on The Nasdaq National Market.

(3)   Pursuant to Rule 416(a), also covers additional securities that may be
      offered as a result of stock splits, stock dividends or similar
      transactions.
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 description of the Company's Common Stock as set forth under the
caption "Capital Stock" in the Company's Registration Statement on Form 8-A
(File No. 0-22982) including any amendment or report filed for the purpose of
updating that description;

         b. The Company's Annual Report on Form 10-K for the year ended March
31, 2004;

         c. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004;

         d. The Company's Current Reports on Form 8-K and Form 8-K/A filed April
15, 2004, May 26, 2004, June 22, 2004, July 20, 2004, July 21, 2004, July 27,
2004 and August 2, 2004;

         e. The Company's Proxy Statement dated July 27, 2004, for its Annual
Meeting of Shareholders held on September 13, 2004; and

         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 (excluding, however,
any portion of such documents, and any portion of the reports listed in 3.d.
above, not deemed to be "filed" with the Securities and Exchange Commission (the
"SEC") pursuant to the rules of the SEC).

                                     - 2 -
ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VI of the Company's Bylaws provides that the Company shall
indemnify its officers and directors in accordance with, and to the extent
provided by, Minnesota law. Section 302A.521 of the Minnesota Statutes requires
the Company to indemnify any person made or threatened to be made a party to a
proceeding by reason of acts or omissions performed in the person's official
capacity against judgments, penalties, fines and reasonable expenses (including
attorneys' fees) if such person is not otherwise indemnified, acted in good
faith, received no improper personal benefit, reasonably believed that such
conduct was in the best interests or was not opposed to the best interests of
the Company, and, in the case of criminal proceedings, had no reasonable cause
to believe the conduct was unlawful. In addition, Section 302A.521, subd. 3, of
the Minnesota Statutes requires payment or reimbursement by the company, upon
written request, of reasonable expenses (including attorneys' fees) incurred by
a person in advance of the final disposition of a proceeding, upon receipt by
the Company of a written affirmation by the person of a good faith belief that
the criteria for indemnification have been satisfied and a written undertaking
by the person to repay all amounts, if it is ultimately determined that the
criteria for indemnification have not been satisfied, and after a decision that
the known facts would not preclude indemnification is made by a disinterested
majority of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special legal
counsel, by the shareholder or by a court.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         The exhibits to this Registration Statement on Form S-8 are described
on the Exhibit Index.

ITEM 9. UNDERTAKINGS.

(a)    RULE 415 OFFERING.

         The undersigned registrant 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 of 1933;

                                     - 3 -
(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
                           amendments 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 more than 20 percent 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 described 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 registration statement is on Form S-3, Form
                  S-8 or Form F-3, and 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 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
                  Securities Act of 1933, each 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 Securities Act of 1933, 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)   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

                                     - 4 -
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 New Hope, State of Minnesota on September 24, 2004.

                                                NAVARRE CORPORATION

                                                By: /s/ Eric H. Paulson
                                                    ----------------------------
                                                    Eric H. Paulson
                                                    President

                                     - 6 -
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes Eric H. Paulson and James G. Gilbertson, jointly and
severally, his attorney-in-fact, with full power of substitution for him and in
any and all capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact and agents, or their 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/ Eric H. Paulson                        Chairman of the Board, President and Chief    September 24, 2004
---------------------------                 Executive Officer
Eric H. Paulson

/s/ Charles E. Cheney                       Vice-Chairman of the Board                    September 24, 2004
---------------------------
Charles E. Cheney

 /s/ James G. Gilbertson                    Vice President, Chief Financial Officer       September 24, 2004
---------------------------
James G. Gilbertson

 /s/ Keith A. Benson                        Director                                      September 24, 2004
---------------------------
Keith A. Benson

 /s/ Timothy R. Gentz                       Director                                      September 24, 2004
---------------------------
Timothy R. Gentz

 /s/ James G. Sippl                         Director                                      September 24, 2004
---------------------------
James G. Sippl

 /s/ Michael L. Snow                        Director                                      September 24, 2004
---------------------------
Michael L. Snow

 /s/Tom F.Weyl                              Director                                      September 24, 2004
---------------------------
Tom F. Weyl

 /s/ Dickinson G. Wiltz                     Director                                      September 24, 2004
---------------------------
Dickinson G. Wiltz
- 7 -
EXHIBIT INDEX
Exhibit No.                                     Description
-----------                                     -----------
4           Navarre Corporation 2004 Stock Plan (incorporated by reference to Exhibit D to
                 Schedule 14A dated July 27, 2004).

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

  23.1           Consent of Ernst & Young, LLP.

  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).
- 8 -