<PAGE>
                                                      Registration No. 333-_____

      As filed with the Securities and Exchange Commission on July 13, 2004
================================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                ATS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                                             41-1595629
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

     3905 Annapolis Lane, Suite 105                                55447
(Address of Principal Executive Offices)                         (Zip Code)

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

                         32 INDIVIDUAL OPTION AGREEMENTS
                            (Full title of the plans)

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

                                 Michael D. Dale
                             Chief Executive Officer
                                ATS Medical, Inc.
                               3905 Annapolis Lane
                                    Suite 105
                          Minneapolis, Minnesota 55447
                                 (763) 553-7736
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             Timothy S. Hearn, Esq.
                              Dorsey & Whitney LLP
                              50 South Sixth Street
                                   Suite 1500
                        Minneapolis, Minnesota 55402-1498
                                 (612) 340-7802

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================

                                                              Proposed maximum      Proposed maximum
                                           Amount to be      offering price per    aggregate offering       Amount of
Title of securities to be registered    registered (1)(2)        share (3)             price (3)         registration fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                   <C>                   <C>
     Common stock, par value
     $0.01 per share                    1,516,000 shares           $4.04               $6,110,490             $775

=========================================================================================================================
</TABLE>

(1)  Includes 1,516,000 shares to be offered pursuant to 32 individual option
     agreements executed in connection with the hiring of certain employees of
     the Company.

(2)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, includes
     any additional securities that may become issuable according to
     anti-dilution provisions of the option agreements.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and Rule 457(h), based upon the weighted
     average option exercise price under the 32 option agreements.


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

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by ATS Medical, Inc. (the "Company") and are
incorporated by reference in this Registration Statement, as of their respective
dates:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2003.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

     (c)  Current Report on Form 8-K filed on April 30, 2004.

     (d)  Current Report on Form 8-K filed on February 11, 2004.

     (e)  Current Report on Form 8-K filed on January 9, 2004.

     (f)  The description of the Company's Common Stock contained in any
          registration statement or report filed by the Company under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          including any amendment or report filed by the Company for the purpose
          of updating such description.

     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 hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Bylaws of the Company provide that the Company shall indemnify its officers
and directors under such circumstances and to the extent permitted by Section
302A.521 as now enacted or hereafter amended.



<PAGE>



     The Company has established a Self-Insurance Trust Agreement to assist in
funding indemnification of its directors and officers to the extent permissible
under Minnesota Law. The Company has contributed $300,000 plus interest to an
irrevocable trust (the "Trust") to be invested by an independent trustee in
government issued or insured obligations. The Trust funds may be used only for
indemnification of the Company's officers or directors or, at the direction of
the Company and with the consent of the beneficiaries under the Trust, to pay
directors' and officers' liability insurance premiums. The rights of the
beneficiaries under the Trust are contract rights enforceable against the
Company and the trustee. In addition to the Trust, since November 1995 the
Company has maintained a liability insurance policy for its directors and
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No securities are to be reoffered or resold pursuant to this Registration
Statement.

ITEM 8.    EXHIBITS.

<TABLE>
<CAPTION>
        Exhibit
        Number             Description
        -------            -----------
<S>     <C>                <C>
         4.1               Restated Articles of Incorporation, as amended to date, incorporated by reference to
                           Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December
                           31, 1993.

         4.2               Bylaws of the Company, as amended to date, incorporated by reference to Exhibit 3.2 to
                           the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

         4.3               Specimen certificate for shares of Common Stock of the Company, incorporated by
                           reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

         5                 Opinion of Dorsey & Whitney.

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement).

         24                Power of Attorney (included on Signature Page).
</TABLE>

ITEM 9.  UNDERTAKINGS.

     (a) 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 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and

<PAGE>



               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 other 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 Securities Act and will be governed by the final
adjudication of such issue.

<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 13,
2004.

                                                   ATS MEDICAL, INC.

                                                   By:  /s/ Michael D. Dale
                                                        ------------------------
                                                        Michael D. Dale
                                                        Chief Executive Officer,
                                                        President and Director



                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael D. Dale and John R. Judd, and
each of them, his true and lawful attorney-in-fact and agent, 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 (i) amendments (including
post-effective amendments) to this Registration Statement and (ii) registration
statements and any and all amendments thereto (including post-effective
amendments) for the same offering that is effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933 and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents and
each of them full power and authority to do and perform each and every act and
thing requisite or 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 each of said attorneys-in-fact and agents, or his or her
substitute or substitutes, may 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 indicated on July 13, 2004.

<TABLE>
<CAPTION>
SIGNATURE                             TITLE
---------                             -----
<S>                                   <C>
By:    /s/ Michael D. Dale            Chief Executive Officer, President and Director (Principal Executive Officer)
    ------------------------------
         Michael D. Dale

By:   /s/ John R. Judd                Chief Financial Officer (Principal Financial and Accounting Officer)
    ------------------------------
         John R. Judd

By:   /s/ David L. Boehnen            Director
    ------------------------------
         David L. Boehnen

By:    /s/ Eric W. Siverston          Director
    ------------------------------
         Eric W. Siverston

By:    /s/ Robert E. Munzenrider      Director
    -------------------------------
         Robert E. Munzenrider
</TABLE>


<PAGE>



                                EXHIBIT INDEX TO
                                    FORM S-8



<TABLE>
<CAPTION>
        Exhibit
        Number             Description
        -------            -----------

<S>      <C>               <C>
         4.1               Restated Articles of Incorporation, as amended to date, incorporated by reference to
                           Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December
                           31, 1993.

         4.2               Bylaws of the Company, as amended to date, incorporated by reference to Exhibit 3.2 to
                           the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

         4.3               Specimen certificate for shares of Common Stock of the Company, incorporated by
                           reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

         5                 Opinion of Dorsey & Whitney.

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement).

         24                Power of Attorney (included on Signature Page).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "c86707sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18495}]
{"company-data": {"conformed-name": "ATS MEDICAL INC", "cik": "0000824068", "assigned-sic": "3842", "irs-number": "411595629", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117332", "film-number": "04911672"}, "business-address": {"street1": "3905 ANNAPOLIS LA", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447", "phone": "6125537736"}, "mail-address": {"street1": "3905 ANNAPOLIS LANE", "street2": "SUITE 105", "city": "MINNEAPOLIS", "state": "MN", "zip": "55447"}, "former-company": {"former-conformed-name": "ATS MEDCIAL INC", "date-changed": "19920803"}}
Registration No. 333-_____

      As filed with the Securities and Exchange Commission on July 13, 2004
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                                ATS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

           Minnesota                                             41-1595629
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

     3905 Annapolis Lane, Suite 105                                55447
(Address of Principal Executive Offices)                         (Zip Code)

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

                         32 INDIVIDUAL OPTION AGREEMENTS
                            (Full title of the plans)

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

                                 Michael D. Dale
                             Chief Executive Officer
                                ATS Medical, Inc.
                               3905 Annapolis Lane
                                    Suite 105
                          Minneapolis, Minnesota 55447
                                 (763) 553-7736
                      (Name, address and telephone number,
                   including area code, of agent for service)

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

                                    Copy to:
                             Timothy S. Hearn, Esq.
                              Dorsey & Whitney LLP
                              50 South Sixth Street
                                   Suite 1500
                        Minneapolis, Minnesota 55402-1498
                                 (612) 340-7802

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

                         CALCULATION OF REGISTRATION FEE
=========================================================================================================================

                                                              Proposed maximum      Proposed maximum
                                           Amount to be      offering price per    aggregate offering       Amount of
Title of securities to be registered    registered (1)(2)        share (3)             price (3)         registration fee
-------------------------------------------------------------------------------------------------------------------------
Common stock, par value
     $0.01 per share                    1,516,000 shares           $4.04               $6,110,490             $775

=========================================================================================================================
(1)  Includes 1,516,000 shares to be offered pursuant to 32 individual option
     agreements executed in connection with the hiring of certain employees of
     the Company.

(2)  Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, includes
     any additional securities that may become issuable according to
     anti-dilution provisions of the option agreements.

(3)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) and Rule 457(h), based upon the weighted
     average option exercise price under the 32 option agreements.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by ATS Medical, Inc. (the "Company") and are
incorporated by reference in this Registration Statement, as of their respective
dates:

     (a)  Annual Report on Form 10-K for the year ended December 31, 2003.

     (b)  Quarterly Report on Form 10-Q for the quarter ended March 31, 2004.

     (c)  Current Report on Form 8-K filed on April 30, 2004.

     (d)  Current Report on Form 8-K filed on February 11, 2004.

     (e)  Current Report on Form 8-K filed on January 9, 2004.

     (f)  The description of the Company's Common Stock contained in any
          registration statement or report filed by the Company under the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          including any amendment or report filed by the Company for the purpose
          of updating such description.

     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 hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold shall
be deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person (1) has not been indemnified therefor by another
organization or employee benefit plan; (2) acted in good faith; (3) received no
improper personal benefit and Section 302A.255 (with respect to director
conflicts of interest), if applicable, has been satisfied; (4) in the case of a
criminal proceeding, had no reasonable cause to believe the conduct was
unlawful; and (5) reasonably believed that the conduct was in the best interests
of the corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was not
opposed to the best interests of the corporation in the case of acts or
omissions in such person's official capacity for other affiliated organizations.
The Bylaws of the Company provide that the Company shall indemnify its officers
and directors under such circumstances and to the extent permitted by Section
302A.521 as now enacted or hereafter amended.
The Company has established a Self-Insurance Trust Agreement to assist in
funding indemnification of its directors and officers to the extent permissible
under Minnesota Law. The Company has contributed $300,000 plus interest to an
irrevocable trust (the "Trust") to be invested by an independent trustee in
government issued or insured obligations. The Trust funds may be used only for
indemnification of the Company's officers or directors or, at the direction of
the Company and with the consent of the beneficiaries under the Trust, to pay
directors' and officers' liability insurance premiums. The rights of the
beneficiaries under the Trust are contract rights enforceable against the
Company and the trustee. In addition to the Trust, since November 1995 the
Company has maintained a liability insurance policy for its directors and
officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     No securities are to be reoffered or resold pursuant to this Registration
Statement.

ITEM 8.    EXHIBITS.
Exhibit
        Number             Description
        -------            -----------
4.1               Restated Articles of Incorporation, as amended to date, incorporated by reference to
                           Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December
                           31, 1993.

         4.2               Bylaws of the Company, as amended to date, incorporated by reference to Exhibit 3.2 to
                           the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

         4.3               Specimen certificate for shares of Common Stock of the Company, incorporated by
                           reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

         5                 Opinion of Dorsey & Whitney.

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement).

         24                Power of Attorney (included on Signature Page).
ITEM 9.  UNDERTAKINGS.

     (a) 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 (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective Registration
          Statement; and
(iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
     apply if the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by reference in the
     Registration Statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new Registration Statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (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) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 other 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 Securities 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 July 13,
2004.

                                                   ATS MEDICAL, INC.

                                                   By:  /s/ Michael D. Dale
                                                        ------------------------
                                                        Michael D. Dale
                                                        Chief Executive Officer,
                                                        President and Director

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael D. Dale and John R. Judd, and
each of them, his true and lawful attorney-in-fact and agent, 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 (i) amendments (including
post-effective amendments) to this Registration Statement and (ii) registration
statements and any and all amendments thereto (including post-effective
amendments) for the same offering that is effective upon filing pursuant to Rule
462(b) under the Securities Act of 1933 and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents and
each of them full power and authority to do and perform each and every act and
thing requisite or 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 each of said attorneys-in-fact and agents, or his or her
substitute or substitutes, may 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 indicated on July 13, 2004.
SIGNATURE                             TITLE
---------                             -----
By:    /s/ Michael D. Dale            Chief Executive Officer, President and Director (Principal Executive Officer)
    ------------------------------
         Michael D. Dale

By:   /s/ John R. Judd                Chief Financial Officer (Principal Financial and Accounting Officer)
    ------------------------------
         John R. Judd

By:   /s/ David L. Boehnen            Director
    ------------------------------
         David L. Boehnen

By:    /s/ Eric W. Siverston          Director
    ------------------------------
         Eric W. Siverston

By:    /s/ Robert E. Munzenrider      Director
    -------------------------------
         Robert E. Munzenrider
EXHIBIT INDEX TO
                                    FORM S-8
Exhibit
        Number             Description
        -------            -----------
4.1               Restated Articles of Incorporation, as amended to date, incorporated by reference to
                           Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended December
                           31, 1993.

         4.2               Bylaws of the Company, as amended to date, incorporated by reference to Exhibit 3.2 to
                           the Company's Annual Report on Form 10-K for the year ended December 31, 1996.

         4.3               Specimen certificate for shares of Common Stock of the Company, incorporated by
                           reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K for the year
                           ended December 31, 1997.

         5                 Opinion of Dorsey & Whitney.

         23.1              Consent of Ernst & Young LLP.

         23.2              Consent of Dorsey & Whitney LLP (included in Exhibit 5 to this Registration Statement).

         24                Power of Attorney (included on Signature Page).