As filed with the Securities and Exchange Commission on March 15, 2000
                                                      Registration No. 333-

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             -----------------------
                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                   41-0857886
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

           6680 N. HIGHWAY 49
             LINO LAKES, MN                                   55014
(Address of Principal Executive Offices)                    (Zip Code)

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

                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                 ELSIE F. GILLES
                  ASSISTANT CORPORATE SECRETARY AND CONTROLLER
                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
                               6680 N. HIGHWAY 49
                              LINO LAKES, MN 55014
                                 (651) 784-1250
                      (Name, address and telephone number,
                   including area code, of agent for service)

                            -------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                              --------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================= ============= ============================ ========================== ==================
  TITLE OF SECURITIES TO BE   AMOUNT TO BE        PROPOSED MAXIMUM            PROPOSED MAXIMUM           AMOUNT OF
         REGISTERED           REGISTERED(1)  OFFERING PRICE PER UNIT(2)   AGGREGATE OFFERING PRICE   REGISTRATION FEE
----------------------------- ------------- ---------------------------- -------------------------- ------------------
<S>                              <C>                   <C>                       <C>                      <C>
Common Stock, $.02 par           200,000               $7.375                    $1,475,000               $400.00
value per share
============================= ============= ============================ ========================== ==================
</TABLE>
(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, as
      amended (the "Securities Act"), this Registration Statement includes an
      indeterminate number of additional shares which may be offered and sold as
      a result of anti-dilution provisions described in the above-referenced
      plan.

(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(c) under the Securities Act, on the
      basis of the average between the high and low sales prices of the
      Registrant's Common Stock on March 10, 2000 as reported by the American
      Stock Exchange.

<PAGE>


                                     PART I

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT


            The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.


                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by Northern Technologies International
Corporation (the "Company") (File No. 1-11038) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

            (1) The Company's Annual Report on Form 10-KSB for the year ended
August 31, 1999.

            (2) The Company's Quarterly Report on Form 10-QSB for the quarter
ended November 30, 1999.

            (3) All other reports filed by the Company pursuant to 13(a) or
15(d) of the Exchange Act since August 31, 1999.

            (4) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, including any amendments or reports filed for
the purpose of updating such description.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

            The annual financial statements of the Company incorporated by
reference in this Registration Statement per Item 3 (1) above, have been audited
by Deloitte & Touche LLP, independent auditors, for the periods indicated in
their report thereon which is incorporated by reference in the Annual Report on
Form 10-KSB for the fiscal year ended August 31, 1999. The financial statements
audited by Deloitte & Touche LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.

ITEM 4.        DESCRIPTION OF SECURITIES.

            The description of the Company's Common Stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.


                                       1
<PAGE>


ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly LLP, is a
director of the Company. In addition, Mr. Lareau is the beneficial owner of
27,343 shares of the Company's Common Stock, including shares of Common Stock
issuable pursuant to outstanding stock options.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Under the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to an action (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the corporation's request,
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees) that are actually and
reasonably incurred by him or her ("Expenses"), and judgments, fines and amounts
paid in settlement of such action, provided that he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.

            Although the DGCL permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, (2)
if there are no such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders. The DGCL also
provides for mandatory indemnification of any director, officer, employee or
agent against Expenses to the extent such person has been successful in any
proceeding covered by the statute.

            In addition, the DGCL provides that, to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding or in the defense of any claim, issue or matter therein, such
person shall be indemnified against Expenses actually and reasonably incurred in
connection therewith; that indemnification provided for by the DGCL shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another.

            The DGCL also allows the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against or incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under the
DGCL, including liabilities under the Securities Act.

            Article IX of the Company's Certificate of Incorporation, as
amended, provides that each director and officer, past or present, of the
Company, and their respective heirs, administrators and executors, shall be
indemnified by the Company in accordance with, and to the fullest extent
permissible by, applicable law.

                                       2
<PAGE>


            The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.        EXEMPTIONS FROM REGISTRATION CLAIMED.

            Not applicable. No securities are to be re-offered or resold
pursuant to this Registration Statement.

ITEM 8.        EXHIBITS.

EXHIBIT NO.
-----------

4.1         Form of the Company's Common Stock Certificate (incorporated by
            reference to Exhibit 4.1 to the Company's Registration Statement on
            Form 10 (File No 0-19331)).

5.1         Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).

23.1        Consent of Deloitte & Touche LLP (filed herewith).

23.2        Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
            5.1).

24.1        Power of Attorney (included on page 6 of this Registration
            Statement).

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;

                        (ii)        To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment hereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this 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) under the
                                    Securities Act of 1933, as amended (the
                                    "Securities Act") 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;

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


                                       3
<PAGE>

                        by the Registrant pursuant to Section 13 or Section
                        15(d) of the Exchange Act that are incorporated by
                        reference in this 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 (and where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of
            the Exchange Act) that is incorporated by reference in this
            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 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.


                                       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 of 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 February 18,
2000.

                                 NORTHERN TECHNOLOGIES
                                 INTERNATIONAL CORPORATION

                                 By:  /s/ Philip M. Lynch
                                      ------------------------------------------
                                      Philip M. Lynch
                                      Co-Chief Executive Officer and Chairman
                                      of the Board of Directors


                                       5
<PAGE>


                                POWER OF ATTORNEY

            Each person whose signature appears below constitutes and appoints
Philip M. Lynch and Matjaz Korosec, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 18, 2000 by the following
persons in the capacities indicated.


NAME                               TITLE
----                               -----

/s/ Philip M. Lynch                Co-Chief Executive Officer and Chairman of
----------------------------       the Board of Directors (principal
Philip M. Lynch                    executive officer)

/s/ G. Patrick Lynch               Vice President of Strategic Planning,
----------------------------       Secretary and Member of Executive
G. Patrick Lynch                   Committee Acting as Co-Chief Executive
                                   Officer (principal executive officer)

/s/ Matjaz Korosec                 Vice President of Financial Planning,
----------------------------       Treasurer and Member of Executive
Matjaz Korosec                     Committee Acting as Co-Chief Executive
                                   Officer (principal executive officer)


/s/ Donald A. Kubik, Ph.D.         Vice Chairman and Member of Executive
----------------------------       Committee Acting as Co-Chief Executive
Donald A. Kubik, Ph.D.             Officer (principal executive officer);
                                   Director


/s/ Loren M. Ehrmanntraut          Chief Financial Officer (principal financial
----------------------------       officer and principal accounting officer)
Loren M. Ehrmanntraut

/s/ Sidney Dworkin                 Director
----------------------------
Sidney Dworkin

/s/ Vincent Graziano               Director
----------------------------
Vincent Graziano

/s/ Gerhard Hahn                   Director
----------------------------
Gerhard Hahn

/s/ Richard G. Lareau              Director
----------------------------
Richard G. Lareau

/s/ Haruhiko Rikuta                Director
----------------------------
Haruhiko Rikuta

/s/ Milan R. Vukcevich, Ph.D.      Director
----------------------------
Milan R. Vukcevich, Ph.D.


                                       6
<PAGE>


                                INDEX TO EXHIBITS

NO.       ITEM                                        METHOD OF FILING
---       ----                                        ----------------


5.1   Opinion of Oppenheimer Wolff & Donnelly LLP.... Filed herewith.

23.1  Consent of Deloitte & Touche LLP............... Filed herewith.

23.2  Consent of Oppenheimer Wolff & Donnelly LLP.... Included in Exhibit 5.1.

24.1  Power of Attorney.............................. Included on page 6 of this
                                                      Registration Statement.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22320}]
{"company-data": {"conformed-name": "NORTHERN TECHNOLOGIES INTERNATIONAL CORP", "cik": "0000875582", "assigned-sic": "2670", "irs-number": "410857886", "state-of-incorporation": "DE", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32596", "film-number": "570845"}, "business-address": {"street1": "6680 N HIGHWAY 49", "city": "LINO LAKES", "state": "MN", "zip": "55014", "phone": "6127841250"}, "former-company": {"former-conformed-name": "NORTHERN INSTRUMENTS CORP", "date-changed": "19930328"}}
As filed with the Securities and Exchange Commission on March 15, 2000
                                                      Registration No. 333-

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             -----------------------
                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                   41-0857886
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                    Identification No.)

           6680 N. HIGHWAY 49
             LINO LAKES, MN                                   55014
(Address of Principal Executive Offices)                    (Zip Code)

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

                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
                            2000 STOCK INCENTIVE PLAN
                            (Full title of the plan)

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

                                 ELSIE F. GILLES
                  ASSISTANT CORPORATE SECRETARY AND CONTROLLER
                 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
                               6680 N. HIGHWAY 49
                              LINO LAKES, MN 55014
                                 (651) 784-1250
                      (Name, address and telephone number,
                   including area code, of agent for service)

                            -------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT

                              --------------------
                         CALCULATION OF REGISTRATION FEE
============================= ============= ============================ ========================== ==================
  TITLE OF SECURITIES TO BE   AMOUNT TO BE        PROPOSED MAXIMUM            PROPOSED MAXIMUM           AMOUNT OF
         REGISTERED           REGISTERED(1)  OFFERING PRICE PER UNIT(2)   AGGREGATE OFFERING PRICE   REGISTRATION FEE
----------------------------- ------------- ---------------------------- -------------------------- ------------------
Common Stock, $.02 par           200,000               $7.375                    $1,475,000               $400.00
value per share
============================= ============= ============================ ========================== ==================
(1)   In addition, pursuant to Rule 416 under the Securities Act of 1933, as
      amended (the "Securities Act"), this Registration Statement includes an
      indeterminate number of additional shares which may be offered and sold as
      a result of anti-dilution provisions described in the above-referenced
      plan.

(2)   Estimated solely for the purpose of calculating the amount of the
      registration fee pursuant to Rule 457(c) under the Securities Act, on the
      basis of the average between the high and low sales prices of the
      Registrant's Common Stock on March 10, 2000 as reported by the American
      Stock Exchange.
PART I

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

            The documents containing the information specified in Part I of Form
S-8 have been or will be sent or given to participants as specified by Rule
428(b)(1) under the Securities Act.

                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by Northern Technologies International
Corporation (the "Company") (File No. 1-11038) with the Securities and Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

            (1) The Company's Annual Report on Form 10-KSB for the year ended
August 31, 1999.

            (2) The Company's Quarterly Report on Form 10-QSB for the quarter
ended November 30, 1999.

            (3) All other reports filed by the Company pursuant to 13(a) or
15(d) of the Exchange Act since August 31, 1999.

            (4) The description of the Company's Common Stock contained in its
Registration Statement on Form 10, including any amendments or reports filed for
the purpose of updating such description.

            All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered pursuant to this Registration
Statement have been sold or that deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

            The annual financial statements of the Company incorporated by
reference in this Registration Statement per Item 3 (1) above, have been audited
by Deloitte & Touche LLP, independent auditors, for the periods indicated in
their report thereon which is incorporated by reference in the Annual Report on
Form 10-KSB for the fiscal year ended August 31, 1999. The financial statements
audited by Deloitte & Touche LLP have been incorporated herein by reference in
reliance on their report given on their authority as experts in accounting and
auditing.

ITEM 4.        DESCRIPTION OF SECURITIES.

            The description of the Company's Common Stock to be offered pursuant
to this Registration Statement has been incorporated by reference into this
Registration Statement as described in Item 3 of this Part II.

                                       1
ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

            The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Oppenheimer Wolff & Donnelly LLP, Minneapolis,
Minnesota. Richard G. Lareau, a member of Oppenheimer Wolff & Donnelly LLP, is a
director of the Company. In addition, Mr. Lareau is the beneficial owner of
27,343 shares of the Company's Common Stock, including shares of Common Stock
issuable pursuant to outstanding stock options.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Under the Delaware General Corporation Law ("DGCL"), a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to an action (other than an action by or in the right of the corporation)
by reason of the fact that such person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the corporation's request,
as a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorneys' fees) that are actually and
reasonably incurred by him or her ("Expenses"), and judgments, fines and amounts
paid in settlement of such action, provided that he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful.

            Although the DGCL permits a corporation to indemnify any person
referred to above against Expenses in connection with the defense or settlement
of an action by or in the right of the corporation, provided that such person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the corporation's best interests, if such person has been judged
liable to the corporation, indemnification is only permitted to the extent that
the Court of Chancery (or the court in which the action was brought) determines
that, despite the adjudication of liability, such person is entitled to
indemnity for such Expenses as the court deems proper. The determination as to
whether a person seeking indemnification has met the required standard of
conduct is to be made (1) by a majority vote of the directors who are not
parties to such action, suit or proceeding, even though less than a quorum, (2)
if there are no such directors or if such directors so direct, by independent
legal counsel in a written opinion, or (3) by the stockholders. The DGCL also
provides for mandatory indemnification of any director, officer, employee or
agent against Expenses to the extent such person has been successful in any
proceeding covered by the statute.

            In addition, the DGCL provides that, to the extent a director or
officer of a corporation has been successful in the defense of any action, suit
or proceeding or in the defense of any claim, issue or matter therein, such
person shall be indemnified against Expenses actually and reasonably incurred in
connection therewith; that indemnification provided for by the DGCL shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another.

            The DGCL also allows the corporation to purchase and maintain
insurance on behalf of a director or officer of the corporation against any
liability asserted against or incurred by such person in any such capacity or
arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under the
DGCL, including liabilities under the Securities Act.

            Article IX of the Company's Certificate of Incorporation, as
amended, provides that each director and officer, past or present, of the
Company, and their respective heirs, administrators and executors, shall be
indemnified by the Company in accordance with, and to the fullest extent
permissible by, applicable law.

                                       2
The Company maintains directors' and officers' liability insurance,
including a reimbursement policy in favor of the Company.

ITEM 7.        EXEMPTIONS FROM REGISTRATION CLAIMED.

            Not applicable. No securities are to be re-offered or resold
pursuant to this Registration Statement.

ITEM 8.        EXHIBITS.

EXHIBIT NO.
-----------

4.1         Form of the Company's Common Stock Certificate (incorporated by
            reference to Exhibit 4.1 to the Company's Registration Statement on
            Form 10 (File No 0-19331)).

5.1         Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).

23.1        Consent of Deloitte & Touche LLP (filed herewith).

23.2        Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit
            5.1).

24.1        Power of Attorney (included on page 6 of this Registration
            Statement).

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;

                        (ii)        To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    this Registration Statement (or the most
                                    recent post-effective amendment hereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in this 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) under the
                                    Securities Act of 1933, as amended (the
                                    "Securities Act") 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;

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

                                       3
by the Registrant pursuant to Section 13 or Section
                        15(d) of the Exchange Act that are incorporated by
                        reference in this 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 (and where applicable, each filing of an
            employee benefit plan's annual report pursuant to Section 15(d) of
            the Exchange Act) that is incorporated by reference in this
            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 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.

                                       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 of 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 February 18,
2000.

                                 NORTHERN TECHNOLOGIES
                                 INTERNATIONAL CORPORATION

                                 By:  /s/ Philip M. Lynch
                                      ------------------------------------------
                                      Philip M. Lynch
                                      Co-Chief Executive Officer and Chairman
                                      of the Board of Directors

                                       5
POWER OF ATTORNEY

            Each person whose signature appears below constitutes and appoints
Philip M. Lynch and Matjaz Korosec, and each of them, his or her true and lawful
attorney-in-fact and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent 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 or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 18, 2000 by the following
persons in the capacities indicated.

NAME                               TITLE
----                               -----

/s/ Philip M. Lynch                Co-Chief Executive Officer and Chairman of
----------------------------       the Board of Directors (principal
Philip M. Lynch                    executive officer)

/s/ G. Patrick Lynch               Vice President of Strategic Planning,
----------------------------       Secretary and Member of Executive
G. Patrick Lynch                   Committee Acting as Co-Chief Executive
                                   Officer (principal executive officer)

/s/ Matjaz Korosec                 Vice President of Financial Planning,
----------------------------       Treasurer and Member of Executive
Matjaz Korosec                     Committee Acting as Co-Chief Executive
                                   Officer (principal executive officer)

/s/ Donald A. Kubik, Ph.D.         Vice Chairman and Member of Executive
----------------------------       Committee Acting as Co-Chief Executive
Donald A. Kubik, Ph.D.             Officer (principal executive officer);
                                   Director

/s/ Loren M. Ehrmanntraut          Chief Financial Officer (principal financial
----------------------------       officer and principal accounting officer)
Loren M. Ehrmanntraut

/s/ Sidney Dworkin                 Director
----------------------------
Sidney Dworkin

/s/ Vincent Graziano               Director
----------------------------
Vincent Graziano

/s/ Gerhard Hahn                   Director
----------------------------
Gerhard Hahn

/s/ Richard G. Lareau              Director
----------------------------
Richard G. Lareau

/s/ Haruhiko Rikuta                Director
----------------------------
Haruhiko Rikuta

/s/ Milan R. Vukcevich, Ph.D.      Director
----------------------------
Milan R. Vukcevich, Ph.D.

                                       6
INDEX TO EXHIBITS

NO.       ITEM                                        METHOD OF FILING
---       ----                                        ----------------

5.1   Opinion of Oppenheimer Wolff & Donnelly LLP.... Filed herewith.

23.1  Consent of Deloitte & Touche LLP............... Filed herewith.

23.2  Consent of Oppenheimer Wolff & Donnelly LLP.... Included in Exhibit 5.1.

24.1  Power of Attorney.............................. Included on page 6 of this
                                                      Registration Statement.