<PAGE>

                                                Registration No. 333-_______
    As filed with the Securities and Exchange Commission on October 23, 2000
===============================================================================

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

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

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

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

                               H.B. FULLER COMPANY
             (Exact name of registrant as specified in its charter)

              Minnesota                                         41-0268370
    (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                         Identification No.)

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

                              1200 Willow Lake Road
                         St. Paul, Minnesota 55110-5101
                          (Address, including zip code,
                  of registrant's principal executive offices)

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

               H.B. FULLER COMPANY YEAR 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                             Richard C. Baker, Esq.
                                 General Counsel
                               H.B. Fuller Company
                              1200 Willow Lake Road
                         St. Paul, Minnesota 55110-5101
                                 (651) 236-5900
                      (Name, address and telephone number,
              including area code, of agent for service of process)
                              --------------------

                                    Copy to:
                              Jay L. Swanson, Esq.
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402
                                 (612) 340-2763
                              --------------------

                         CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
<S>                                          <C>            <C>                 <C>                 <C>
                                                             Proposed maximum   Proposed maximum
                                             Amount to be   offering price per  aggregate offering     Amount of
    Title of securities to be registered      registered         share (1)         price (1)        registration fee
--------------------------------------------------------------------------------------------------------------------

    Common stock, par value                    1,500,000
    $1.00  per share                            shares          $30.375           $45,562,500         $12,028.50
====================================================================================================================
</TABLE>
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) and Rule 457(c), based upon the average of the
     high and low prices of the registrant's Common Stock on the Nasdaq National
     Market on October 16, 2000.
================================================================================


<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 H.B. Fuller Company (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 November 27,
                   1999.

               (b) Quarterly Report on Form 10-Q for the quarter ended February
                   26, 2000.

               (c) Quarterly Report on Form 10-Q for the quarter ended May 27,
                   2000.

               (d) Quarterly Report on Form 10-Q for the quarter ended August
                   26, 2000.

               (e) 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.

               The Company is subject to the Minnesota Business Corporation
Act (Minnesota Statutes, Chap. 302A, the "MBCA"). 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
(as defined) of such person against judgments, penalties, fines (including,
without limitation, excise taxes assessed against such person with respect to
an 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 persons
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 Company's Restated Articles of Incorporation provide that a director
of the Company shall not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except for (a)
liability based upon a breach of the duty of loyalty to the Company or the
shareholders; (b) liability for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (c) liability


                                      II-1

<PAGE>

based upon the payment of an improper dividend or an improper repurchase of
the Company's stock under Section 559 of the MBCA or upon violations of
federal or state securities laws; (d) liability for any transaction from
which the director derived an improper personal benefit; or (e) liability for
any act or omission occurring prior to the date Article VI of the Company's
Restated Articles of Incorporation became effective. The Company's Restated
Articles of Incorporation also provide that if the MBCA is subsequently
amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Company will be limited
to the fullest extent permitted by the MBCA. Any repeal or modification of
Article VI of the Company's Restated Articles of Incorporation by the
shareholders of the Company shall be prospective only, shall not adversely
affect any limitation on the personal liability of a director of the Company
existing at the time of such repeal or modification, and shall be made only
upon the affirmative vote of 95.5% of votes represented by shares of the
Common Stock and all series of Preferred Stock then outstanding voting as a
single class of the Company present, in person or by proxy, at a meeting of
shareholders duly called for such purpose.

          The Company's Bylaws provide that the Company will indemnify
directors, officers and employees (and will advance expenses of such
persons), for such expenses and liabilities, in such manner, under such
circumstances, and to such extent as required or permitted by the MBCA,
Section 302A.521, as enacted or subsequently amended.

               The Company also maintains an insurance policy or policies to
assist in funding indemnification of directors and officers of the Company
for certain liabilities.

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>
        4.1           Restated Articles of Incorporation of H.B. Fuller
                      Company, October 30, 1998, incorporated by reference to
                      Exhibit 3(a) to the Registrant's Annual Report on Form
                      10-K405 for the year ended November 28, 1998.

        4.2           Bylaws of H.B. Fuller Company as amended through July
                      14, 1999, incorporated by reference to Exhibit 3(b) to
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended August 28, 1999.

        4.3           Rights Agreement, dated as of July 18, 1996, between
                      H.B. Fuller Company and Norwest Bank Minnesota,
                      National Association, as Rights Agent, which includes
                      as an exhibit the form of Right Certificate,
                      incorporated by reference to Exhibit 4 to the
                      Registrant's Form 8-K, dated July 24, 1996.

        4.4           Specimen Stock Certificate, incorporated by reference
                      to Exhibit 4(c) to the Registrant's Annual Report on
                      Form 10-K for the year ended November 30, 1995.

        4.5           Stock Exchange Agreement, dated July 18, 1996, between
                      H.B. Fuller Company and Elmer L. Andersen, including
                      Designations for Series B Preferred Stock, incorporated
                      by reference to Exhibit 10 to the Registrant's Form
                      8-K, dated July 24, 1996.

        4.6           Agreement dated as of June 2, 1998 between H.B. Fuller
                      Company and a group of investors, primarily insurance
                      companies, including the form of Notes, incorporated by
                      reference to Exhibit 4(a) to the Registrant's Quarterly
                      Report on Form 10-Q for the quarter ended August 29,
                      1998.

        5.1           Opinion of Dorsey & Whitney LLP.


                                      II-2

<PAGE>

        23.1          Consent of PricewaterhouseCoopers LLP.

        23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

        24            Power of Attorney

</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

                      (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


                                     II-3

<PAGE>

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.


                                     II-4

<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 St. Paul, State of Minnesota, on October 19, 2000.

                               H.B. FULLER COMPANY

                               By   /s/ Albert P.L. Stroucken
                                   -------------------------------------
                                   Albert P.L. Stroucken
                                   Chairman of the Board,
                                   President and Chief Executive Officer

               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 October 19, 2000.

SIGNATURE:                                         TITLE:


/s/ Albert P.L. Stroucken
----------------------------------             Chairman of the Board,
Albert P.L. Stroucken                          President and Chief Executive
                                               Officer and Director
                                               (principal executive officer)
/s/ Raymond A. Tucker
----------------------------------             Senior Vice President,
Raymond A. Tucker                              Chief Financial Officer
                                               (principal financial officer)
/s/ David J. Maki
----------------------------------             Vice President and Controller
David J. Maki                                  (principal accounting officer)


----------------------------------             Director
Anthony L. Andersen

*
----------------------------------             Director
Norbert R. Berg

*
----------------------------------             Director
Edward L. Bronstien, Jr.

*
----------------------------------             Director
Robert J. Carlson

*
----------------------------------             Director
Freeman A. Ford


                                      II-5

<PAGE>


----------------------------------             Director
Gail D. Fosler

*
----------------------------------             Director
Reatha Clark King

*
----------------------------------             Director
Walter Kissling

*
----------------------------------             Director
John J. Mauriel, Jr.

*
----------------------------------             Director
Lee R. Mitau



*By    /s/ Richard C. Baker
     -----------------------------
     Richard C. Baker, Attorney In Fact


                                     II-6

<PAGE>

                                EXHIBIT INDEX TO
                                    FORM S-8

<TABLE>
<CAPTION>

Exhibit
 Number        Description
-------        -----------
<S>            <C>
 4.1           Restated Articles of Incorporation of H.B. Fuller Company, October 30,
               1998, incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K405 for the year ended November 28, 1998.

 4.2           Bylaws of H.B. Fuller Company as amended through July 14, 1999,
               incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended August 28, 1999.

 4.3           Rights Agreement, dated as of July 18, 1996, between H.B.
               Fuller Company and Norwest Bank Minnesota, National
               Association, as Rights Agent, which includes as an exhibit
               the form of Right Certificate, incorporated by reference
               to Exhibit 4 to the Registrant's Form 8-K, dated July 24,
               1996.

 4.4           Specimen Stock Certificate, incorporated by reference to Exhibit 4(c) to
               the Registrant's Annual Report on Form 10-K for the year ended November
               30, 1995.

 4.5           Stock Exchange Agreement, dated July 18, 1996, between
               H.B. Fuller Company and Elmer L. Andersen, including
               Designations for Series B Preferred Stock, incorporated by
               reference to Exhibit 10 to the Registrant's Form 8-K,
               dated July 24, 1996.

 4.6           Agreement dated as of June 2, 1998 between H.B. Fuller Company and a
               group of investors, primarily insurance companies, including the form of
               Notes, incorporated by reference to Exhibit 4(a) to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended August 29, 1998.

 5.1           Opinion of Dorsey & Whitney LLP.

 23.1          Consent of PricewaterhouseCoopers LLP.

 23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

 24            Power of Attorney

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "a2028122zs-8.txt", "description": "S-8", "secsgml_size_bytes": 21576}]
{"company-data": {"conformed-name": "FULLER H B CO", "cik": "0000039368", "assigned-sic": "2891", "irs-number": "410268370", "state-of-incorporation": "MN", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48420", "film-number": "744036"}, "business-address": {"street1": "1200 WILLOW LAKE BLVD", "city": "ST PAUL", "state": "MN", "zip": "55110-5132", "phone": "6126453401"}}
Registration No. 333-_______
    As filed with the Securities and Exchange Commission on October 23, 2000
===============================================================================

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

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

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

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

                               H.B. FULLER COMPANY
             (Exact name of registrant as specified in its charter)

              Minnesota                                         41-0268370
    (State or other jurisdiction                             (I.R.S. Employer
  of incorporation or organization)                         Identification No.)

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

                              1200 Willow Lake Road
                         St. Paul, Minnesota 55110-5101
                          (Address, including zip code,
                  of registrant's principal executive offices)

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

               H.B. FULLER COMPANY YEAR 2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                             Richard C. Baker, Esq.
                                 General Counsel
                               H.B. Fuller Company
                              1200 Willow Lake Road
                         St. Paul, Minnesota 55110-5101
                                 (651) 236-5900
                      (Name, address and telephone number,
              including area code, of agent for service of process)
                              --------------------

                                    Copy to:
                              Jay L. Swanson, Esq.
                              Dorsey & Whitney LLP
                             220 South Sixth Street
                          Minneapolis, Minnesota 55402
                                 (612) 340-2763
                              --------------------

                         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         share (1)         price (1)        registration fee
--------------------------------------------------------------------------------------------------------------------

    Common stock, par value                    1,500,000
    $1.00  per share                            shares          $30.375           $45,562,500         $12,028.50
====================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h) and Rule 457(c), based upon the average of the
     high and low prices of the registrant's Common Stock on the Nasdaq National
     Market on October 16, 2000.
================================================================================
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 H.B. Fuller Company (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 November 27,
                   1999.

               (b) Quarterly Report on Form 10-Q for the quarter ended February
                   26, 2000.

               (c) Quarterly Report on Form 10-Q for the quarter ended May 27,
                   2000.

               (d) Quarterly Report on Form 10-Q for the quarter ended August
                   26, 2000.

               (e) 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.

               The Company is subject to the Minnesota Business Corporation
Act (Minnesota Statutes, Chap. 302A, the "MBCA"). 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
(as defined) of such person against judgments, penalties, fines (including,
without limitation, excise taxes assessed against such person with respect to
an 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 persons
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 Company's Restated Articles of Incorporation provide that a director
of the Company shall not be personally liable to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except for (a)
liability based upon a breach of the duty of loyalty to the Company or the
shareholders; (b) liability for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law; (c) liability

                                      II-1
based upon the payment of an improper dividend or an improper repurchase of
the Company's stock under Section 559 of the MBCA or upon violations of
federal or state securities laws; (d) liability for any transaction from
which the director derived an improper personal benefit; or (e) liability for
any act or omission occurring prior to the date Article VI of the Company's
Restated Articles of Incorporation became effective. The Company's Restated
Articles of Incorporation also provide that if the MBCA is subsequently
amended to authorize the further elimination or limitation of the liability
of directors, then the liability of a director of the Company will be limited
to the fullest extent permitted by the MBCA. Any repeal or modification of
Article VI of the Company's Restated Articles of Incorporation by the
shareholders of the Company shall be prospective only, shall not adversely
affect any limitation on the personal liability of a director of the Company
existing at the time of such repeal or modification, and shall be made only
upon the affirmative vote of 95.5% of votes represented by shares of the
Common Stock and all series of Preferred Stock then outstanding voting as a
single class of the Company present, in person or by proxy, at a meeting of
shareholders duly called for such purpose.

          The Company's Bylaws provide that the Company will indemnify
directors, officers and employees (and will advance expenses of such
persons), for such expenses and liabilities, in such manner, under such
circumstances, and to such extent as required or permitted by the MBCA,
Section 302A.521, as enacted or subsequently amended.

               The Company also maintains an insurance policy or policies to
assist in funding indemnification of directors and officers of the Company
for certain liabilities.

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 of H.B. Fuller
                      Company, October 30, 1998, incorporated by reference to
                      Exhibit 3(a) to the Registrant's Annual Report on Form
                      10-K405 for the year ended November 28, 1998.

        4.2           Bylaws of H.B. Fuller Company as amended through July
                      14, 1999, incorporated by reference to Exhibit 3(b) to
                      the Registrant's Quarterly Report on Form 10-Q for the
                      quarter ended August 28, 1999.

        4.3           Rights Agreement, dated as of July 18, 1996, between
                      H.B. Fuller Company and Norwest Bank Minnesota,
                      National Association, as Rights Agent, which includes
                      as an exhibit the form of Right Certificate,
                      incorporated by reference to Exhibit 4 to the
                      Registrant's Form 8-K, dated July 24, 1996.

        4.4           Specimen Stock Certificate, incorporated by reference
                      to Exhibit 4(c) to the Registrant's Annual Report on
                      Form 10-K for the year ended November 30, 1995.

        4.5           Stock Exchange Agreement, dated July 18, 1996, between
                      H.B. Fuller Company and Elmer L. Andersen, including
                      Designations for Series B Preferred Stock, incorporated
                      by reference to Exhibit 10 to the Registrant's Form
                      8-K, dated July 24, 1996.

        4.6           Agreement dated as of June 2, 1998 between H.B. Fuller
                      Company and a group of investors, primarily insurance
                      companies, including the form of Notes, incorporated by
                      reference to Exhibit 4(a) to the Registrant's Quarterly
                      Report on Form 10-Q for the quarter ended August 29,
                      1998.

        5.1           Opinion of Dorsey & Whitney LLP.

                                      II-2
23.1          Consent of PricewaterhouseCoopers LLP.

        23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

        24            Power of Attorney
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

                                     II-3
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.

                                     II-4
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 St. Paul, State of Minnesota, on October 19, 2000.

                               H.B. FULLER COMPANY

                               By   /s/ Albert P.L. Stroucken
                                   -------------------------------------
                                   Albert P.L. Stroucken
                                   Chairman of the Board,
                                   President and Chief Executive Officer

               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 October 19, 2000.

SIGNATURE:                                         TITLE:

/s/ Albert P.L. Stroucken
----------------------------------             Chairman of the Board,
Albert P.L. Stroucken                          President and Chief Executive
                                               Officer and Director
                                               (principal executive officer)
/s/ Raymond A. Tucker
----------------------------------             Senior Vice President,
Raymond A. Tucker                              Chief Financial Officer
                                               (principal financial officer)
/s/ David J. Maki
----------------------------------             Vice President and Controller
David J. Maki                                  (principal accounting officer)

----------------------------------             Director
Anthony L. Andersen

*
----------------------------------             Director
Norbert R. Berg

*
----------------------------------             Director
Edward L. Bronstien, Jr.

*
----------------------------------             Director
Robert J. Carlson

*
----------------------------------             Director
Freeman A. Ford

                                      II-5
----------------------------------             Director
Gail D. Fosler

*
----------------------------------             Director
Reatha Clark King

*
----------------------------------             Director
Walter Kissling

*
----------------------------------             Director
John J. Mauriel, Jr.

*
----------------------------------             Director
Lee R. Mitau

*By    /s/ Richard C. Baker
     -----------------------------
     Richard C. Baker, Attorney In Fact

                                     II-6
EXHIBIT INDEX TO
                                    FORM S-8
Exhibit
 Number        Description
-------        -----------
4.1           Restated Articles of Incorporation of H.B. Fuller Company, October 30,
               1998, incorporated by reference to Exhibit 3(a) to the Registrant's
               Annual Report on Form 10-K405 for the year ended November 28, 1998.

 4.2           Bylaws of H.B. Fuller Company as amended through July 14, 1999,
               incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
               Report on Form 10-Q for the quarter ended August 28, 1999.

 4.3           Rights Agreement, dated as of July 18, 1996, between H.B.
               Fuller Company and Norwest Bank Minnesota, National
               Association, as Rights Agent, which includes as an exhibit
               the form of Right Certificate, incorporated by reference
               to Exhibit 4 to the Registrant's Form 8-K, dated July 24,
               1996.

 4.4           Specimen Stock Certificate, incorporated by reference to Exhibit 4(c) to
               the Registrant's Annual Report on Form 10-K for the year ended November
               30, 1995.

 4.5           Stock Exchange Agreement, dated July 18, 1996, between
               H.B. Fuller Company and Elmer L. Andersen, including
               Designations for Series B Preferred Stock, incorporated by
               reference to Exhibit 10 to the Registrant's Form 8-K,
               dated July 24, 1996.

 4.6           Agreement dated as of June 2, 1998 between H.B. Fuller Company and a
               group of investors, primarily insurance companies, including the form of
               Notes, incorporated by reference to Exhibit 4(a) to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended August 29, 1998.

 5.1           Opinion of Dorsey & Whitney LLP.

 23.1          Consent of PricewaterhouseCoopers LLP.

 23.2          Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

 24            Power of Attorney