As filed with the Securities and Exchange Commission on September 4, 2001
                           Registration No. 333-______

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

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

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

                               LECTEC CORPORATION
             (Exact name of registrant as specified in its charter)

               Minnesota                                41-1301878
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
         10701 Red Circle Drive                           55343
         Minnetonka, Minnesota                         (Zip Code)
(Address of principal executive offices)

                    LECTEC CORPORATION 2001 STOCK OPTION PLAN
                            (Full title of the plans)

                                                              Copy to:
            Rodney A. Young                              Timothy S. Hearn
           LecTec Corporation                          Dorsey & Whitney LLP
         10701 Red Circle Drive                       Pillsbury Center South
      Minnetonka, Minnesota 55343                     220 South Sixth Street
(Name and address of agent for service)        Minneapolis, Minnesota 55402-1498

                                 (952) 933-2291
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
    Title of        Amount    Proposed Maximum   Proposed Maximum    Amount of
   Securities       to be      Offering Price        Aggregate      Registration
to be Registered  Registered    Per Share(1)     Offering Price(1)      Fee
--------------------------------------------------------------------------------
  common stock     750,000
($.01 par value)   shares          $2.00            $1,500,000          $375
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h)(1) and (c). The proposed maximum aggregate
         offering price has been calculated based upon $2.00 which represents
         the average of the high and low prices of the common stock as reported
         on the Nasdaq National Market on August 29, 2001.
<PAGE>


                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by LecTec Corporation
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:

         (a)      Our annual report on Form 10-K for the year ended June 30,
                  2000;

         (b)      Our quarterly reports on Form 10-Q for the quarters ended
                  September 30, 2000, December 31, 2000 and March 31, 2001;

         (c)      Our current reports on Form 8-K filed November 21, 2000, March
                  21, 2001 and May 2, 2001; and

         (d)      The description of our common stock contained in our
                  registration statement on Form 8-A dated August 28, 1987, and
                  any amendment or report filed for the purpose of updating such
                  description filed subsequent to the date of such registration
                  statement and prior to the termination of the offering
                  described herein.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 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. Any
statement contained herein or in a document all or part of which is incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         Section 302A.521 of the Minnesota Statutes 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 for the same judgments, penalties or
fines; (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) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon


<PAGE>


written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          5.1     Opinion of Dorsey & Whitney LLP.

         10.1     LecTec Corporation 2001 Stock Option Plan.

         23.1     Consent of Grant Thornton LLP.

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

         24.1     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;

                           (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 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 Securities and Exchange
                  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 will
         not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished by the registrant pursuant to Section
         13 or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities


                                      -2-
<PAGE>


         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
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 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 of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefor,
                  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.


                                      -3-
<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 Minnetonka, State of Minnesota, on the 4th day of
September, 2001.

                                       LECTEC CORPORATION


                                       By: /s/ Rodney A. Young
                                           -------------------------------------
                                           Rodney A. Young
                                           President and Chief Executive Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney A. Young and Douglas J. Nesbit and
each of them acting individually, as such person's true and lawful
attorneys-in-fact and agents, each with full power of substitution, for such
person, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may 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 the 4th day of September, 2001, by the
following persons in the capacities indicated.

          Signature                                         Title
          ---------                                         -----

     /s/ Rodney A. Young                        Chairman, President and
--------------------------------                Chief Executive Officer
       Rodney A. Young                          (PRINCIPAL EXECUTIVE OFFICER)

    /s/ Douglas J. Nesbit                       Chief Financial Officer
--------------------------------                (PRINCIPAL FINANCIAL OFFICER AND
      Douglas J. Nesbit                         PRINCIPAL ACCOUNTING OFFICER)

      /s/ Lee M. Berlin                         Director
--------------------------------
        Lee M. Berlin

   /s/ Alan C. Hymes, M.D.                      Director
--------------------------------
     Alan C. Hymes, M.D.

     /s/ Bert J. McKasy                         Director
--------------------------------
       Bert J. McKasy

  /s/ Marilyn K. Speedie, Ph.D.                 Director
--------------------------------
    Marilyn K. Speedie, Ph.D.

   /s/ Donald C. Wegmiller                      Director
--------------------------------
     Donald C. Wegmiller


                                      -4-
<PAGE>


                                  EXHIBIT INDEX
                                  -------------
Exhibit
-------

 5.1            Opinion of Dorsey & Whitney LLP.

10.1            LecTec Corporation 2001 Stock Option Plan.

23.1            Consent of Grant Thornton LLP.

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

24.1            Power of Attorney (included on signature page).
[{"type": "S-8", "sequence": "1", "filename": "lectec012493_s8.txt", "description": "LECTEC CORPORATION FORM S-8", "secsgml_size_bytes": 16442}]
{"company-data": {"conformed-name": "LECTEC CORP /MN/", "cik": "0000805928", "assigned-sic": "3845", "irs-number": "431301878", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68920", "film-number": "1730583"}, "business-address": {"street1": "10701 RED CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343", "phone": "6129332291"}, "mail-address": {"street1": "10701 RED CIRCLE DRIVE", "street2": "10701 RED CIRCLE DRIVE", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
As filed with the Securities and Exchange Commission on September 4, 2001
                           Registration No. 333-______

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

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under The Securities Act of 1933

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

                               LECTEC CORPORATION
             (Exact name of registrant as specified in its charter)

               Minnesota                                41-1301878
     (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)
         10701 Red Circle Drive                           55343
         Minnetonka, Minnesota                         (Zip Code)
(Address of principal executive offices)

                    LECTEC CORPORATION 2001 STOCK OPTION PLAN
                            (Full title of the plans)

                                                              Copy to:
            Rodney A. Young                              Timothy S. Hearn
           LecTec Corporation                          Dorsey & Whitney LLP
         10701 Red Circle Drive                       Pillsbury Center South
      Minnetonka, Minnesota 55343                     220 South Sixth Street
(Name and address of agent for service)        Minneapolis, Minnesota 55402-1498

                                 (952) 933-2291
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
    Title of        Amount    Proposed Maximum   Proposed Maximum    Amount of
   Securities       to be      Offering Price        Aggregate      Registration
to be Registered  Registered    Per Share(1)     Offering Price(1)      Fee
--------------------------------------------------------------------------------
  common stock     750,000
($.01 par value)   shares          $2.00            $1,500,000          $375
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(h)(1) and (c). The proposed maximum aggregate
         offering price has been calculated based upon $2.00 which represents
         the average of the high and low prices of the common stock as reported
         on the Nasdaq National Market on August 29, 2001.
PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

         The following documents which have been filed by LecTec Corporation
with the Securities and Exchange Commission are incorporated by reference in
this registration statement:

         (a)      Our annual report on Form 10-K for the year ended June 30,
                  2000;

         (b)      Our quarterly reports on Form 10-Q for the quarters ended
                  September 30, 2000, December 31, 2000 and March 31, 2001;

         (c)      Our current reports on Form 8-K filed November 21, 2000, March
                  21, 2001 and May 2, 2001; and

         (d)      The description of our common stock contained in our
                  registration statement on Form 8-A dated August 28, 1987, and
                  any amendment or report filed for the purpose of updating such
                  description filed subsequent to the date of such registration
                  statement and prior to the termination of the offering
                  described herein.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 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. Any
statement contained herein or in a document all or part of which is incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this registration
statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Not applicable.

Item 6. Indemnification of Directors and Officers.

         Section 302A.521 of the Minnesota Statutes 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 for the same judgments, penalties or
fines; (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) in the case of
acts or omissions in such person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in such person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, upon
written request, of reasonable expenses in advance of final disposition of the
proceeding in certain instances. A decision as to required indemnification is
made by a disinterested majority of the Board of Directors present at a meeting
at which a disinterested quorum is present, or by a designated committee of the
Board, by special legal counsel, by the shareholders or by a court.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

          5.1     Opinion of Dorsey & Whitney LLP.

         10.1     LecTec Corporation 2001 Stock Option Plan.

         23.1     Consent of Grant Thornton LLP.

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

         24.1     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;

                           (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 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 Securities and Exchange
                  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 will
         not apply if the registration statement is on Form S-3, Form S-8, or
         Form F-3, and the information required to be included in a
         post-effective amendment by those paragraphs is contained in periodic
         reports filed with or furnished by the registrant pursuant to Section
         13 or Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the registration statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities

                                      -2-
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
                  of 1933, each filing of the registrant's annual report
                  pursuant to Section 13(a) or Section 15(d) of the Securities
                  Exchange Act of 1934 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 of 1933 may be permitted to directors, officers
                  and controlling persons of the registrant pursuant to the
                  foregoing provisions, or otherwise, the registrant has been
                  advised that in the opinion of the Securities and Exchange
                  Commission such indemnification is against public policy as
                  expressed in the Securities Act and is, therefor,
                  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.

                                      -3-
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 Minnetonka, State of Minnesota, on the 4th day of
September, 2001.

                                       LECTEC CORPORATION

                                       By: /s/ Rodney A. Young
                                           -------------------------------------
                                           Rodney A. Young
                                           President and Chief Executive Officer

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rodney A. Young and Douglas J. Nesbit and
each of them acting individually, as such person's true and lawful
attorneys-in-fact and agents, each with full power of substitution, for such
person, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitutes, may 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 the 4th day of September, 2001, by the
following persons in the capacities indicated.

          Signature                                         Title
          ---------                                         -----

     /s/ Rodney A. Young                        Chairman, President and
--------------------------------                Chief Executive Officer
       Rodney A. Young                          (PRINCIPAL EXECUTIVE OFFICER)

    /s/ Douglas J. Nesbit                       Chief Financial Officer
--------------------------------                (PRINCIPAL FINANCIAL OFFICER AND
      Douglas J. Nesbit                         PRINCIPAL ACCOUNTING OFFICER)

      /s/ Lee M. Berlin                         Director
--------------------------------
        Lee M. Berlin

   /s/ Alan C. Hymes, M.D.                      Director
--------------------------------
     Alan C. Hymes, M.D.

     /s/ Bert J. McKasy                         Director
--------------------------------
       Bert J. McKasy

  /s/ Marilyn K. Speedie, Ph.D.                 Director
--------------------------------
    Marilyn K. Speedie, Ph.D.

   /s/ Donald C. Wegmiller                      Director
--------------------------------
     Donald C. Wegmiller

                                      -4-
EXHIBIT INDEX
                                  -------------
Exhibit
-------

 5.1            Opinion of Dorsey & Whitney LLP.

10.1            LecTec Corporation 2001 Stock Option Plan.

23.1            Consent of Grant Thornton LLP.

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

24.1            Power of Attorney (included on signature page).