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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 MEDAMICUS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  MINNESOTA                               41-1533300
       (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                    15301 HIGHWAY 55 WEST, PLYMOUTH, MN 55447
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 MEDAMICUS, INC.
              1999 NON-EMPLOYEE DIRECTOR AND MEDICAL ADVISORY BOARD
                                STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                JAMES D. HARTMAN
                                 MEDAMICUS, INC.
                              15301 HIGHWAY 55 WEST
                               PLYMOUTH, MN 55447
                                 (763) 559-2613

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               MARK S. WEITZ, ESQ.
                           LEONARD, STREET AND DEINARD
                       150 SOUTH FIFTH STREET, SUITE 2300
                              MINNEAPOLIS, MN 55402
                                 (612) 335-1517

                         CALCULATION OF REGISTRATION FEE

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                                    Proposed       Proposed
  Title of                           Maximum        Maximum
 Securities         Amount          Offering       Aggregate      Amount of
   to be             to be          Price per       Offering    Registration
 Registered       Registered(1)      Share(2)       Price(2)       Fee(2)
--------------------------------------------------------------------------------
Common Stock,
$.01 par value      200,000          $3.61         $722,000       $180.50
================================================================================

(1)      This Registration Statement covers the aggregate number of ordinary
         shares which may be sold upon the exercise of options which have been
         granted and may be granted under the terms of the 1999 Non-Employee
         Director and Medical Advisory Board Stock Option Plan. Pursuant to Rule
         416, this Registration Statement shall also be deemed to cover an
         indeterminate number of additional shares of common stock in the event
         the number of outstanding shares of MedAmicus, Inc. is increased by
         stock splits, stock dividends and/or similar transactions.
(2)      Pursuant to Rule 457(h) and (c), the offering price is based on the
         exercise price of options granted and the offering price for the
         additional shares that may be issued under the Plan, estimated solely
         for the purposes of determining the registration fee, is based on
         $4.375, the average of the bid and asked prices per share quoted for
         the Registrant's common stock on The Nasdaq SmallCap Market (SM) on
         March 26, 2001.

<PAGE>


                                EXPLANATORY NOTES

All references in this Registration Statement to "the Company," "the
Registrant," "we," "our," and "us" refer to MedAmicus, Inc., a Minnesota
corporation. We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register shares of our common stock that may be issued
under the 1999 Non-Employee Director and Medical Advisory Board Stock Option
Plan (the "Plan").

This Registration Statement includes two parts. The documents constituting the
prospectus under Part I of this Registration Statement (the "Plan Prospectus")
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act. The Plan Prospectus has been omitted from this
Registration Statement as permitted by Part I of Form S-8. The second prospectus
(the "Reoffer Prospectus") may be used in connection with the reoffers and
resales of shares of our common stock issued pursuant to the exercise of options
granted under the Plan. The Reoffer Prospectus is filed as part of this
Registration Statement as required by Form S-8.


<PAGE>


                               REOFFER PROSPECTUS

                                 200,000 SHARES
                          COMMON STOCK, $.01 PAR VALUE

                                 MEDAMICUS, INC.
                              15301 HIGHWAY 55 WEST
                            PLYMOUTH, MINNESOTA 55447
                                 (763) 559-2613

This Reoffer Prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that we may issue to the selling
shareholders upon the exercise of stock options we granted to them under our
Plan. We have registered the offer and sale of these shares to the selling
shareholders on Form S-8 filed concurrently with this Reoffer Prospectus with
the Securities and Exchange Commission. This Reoffer Prospectus also relates to
certain shares of our common stock subject to options that we have not yet
granted. If we grant these options to persons who must use the prospectus to
reoffer and resell the shares subject to such options, we will distribute a
prospectus supplement. If the selling shareholders resell these shares, we will
not receive any of the proceeds from the resales.

The selling shareholders have advised us that they may resell the shares from
time to time in one or more transactions on The Nasdaq SmallCap Market (SM) or
on any stock exchange or other automated quotation system on which the common
stock may become listed, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this Reoffer Prospectus.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT
PAGE 1.

Our common stock has traded on The Nasdaq SmallCap Market (SM) under the symbol
"MEDM" since September 1991. On March 27, 2001, the last reported sale price for
the common stock on such market was $4.4063 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

           The date of this Reoffer Prospectus is _____________, 2001.


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

RISK FACTORS..................................................................1

   Continued Losses...........................................................1
   Lack of Market for the Fiber Optic Pressure Transducer.....................1
   Dependence on Reimbursement for Incontinence Testing.......................1
   Highly Competitive Markets and Risk of Technological
     Obsolescence.............................................................1
   Government Regulation......................................................1
   Dependence on Patents and Proprietary Technology...........................1
   Dependence on Major Customer...............................................2
   Sources of Supply..........................................................2
   Limited Public Market Trading..............................................2
   Dependence on Line of Credit...............................................2

ABOUT THIS REOFFER PROSPECTUS.................................................2

THE COMPANY...................................................................3

USE OF PROCEEDS...............................................................3

SELLING SHAREHOLDERS..........................................................4

PLAN OF DISTRIBUTION..........................................................5

LEGAL MATTERS.................................................................6

EXPERTS.......................................................................6

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................6

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S
  POSITION ON INDEMNIFICATION.................................................7

WHERE YOU CAN FIND MORE INFORMATION...........................................7


<PAGE>


                                  RISK FACTORS

The purchase of our common stock involves a high degree of risk; you should
regard it as speculative and you should consider it only if you can reasonably
afford a loss of your entire investment. You should carefully consider, in
addition to the other information contained in this Reoffer Prospectus, the
following risk factors relating to our company and our business before deciding
to invest in our common stock.

CONTINUED LOSSES. We became public in 1991 and have had losses in each of the
years since that date until the year ended December 31, 2000. For the year ended
December 31, 2000, we reported net income of $161,918. However, we have incurred
cumulative net losses through December 2000 of $6,058,486. There is no assurance
that we will be able to maintain profitable operations in the future.

LACK OF MARKET FOR THE FIBER OPTIC PRESSURE TRANSDUCER. Our management's
strategy is to market the LuMax fiber optic pressure transducer system primarily
to gynecologists for incontinence diagnostic testing. Incontinence testing by
gynecologists is a relatively new and undeveloped market. On January 11, 2001,
we terminated seven of our ten sales representatives and have formulated a new
business model for this division of our company. There is no assurance that the
incontinence testing and treatment market at the gynecology office will evolve
as we expect or, if it does evolve, that our product will be widely used or
accepted. In addition, there appears to be a trend towards purchasing groups,
rather than individual doctors, making purchase decisions relating to medical
devices. There can be no assurance that our sales and marketing efforts will
appeal to such purchasing groups or that our products will be accepted by such
groups.

DEPENDENCE ON REIMBURSEMENT FOR INCONTINENCE TESTING. Medicare and private
insurance companies currently reimburse for incontinence testing. However, in
today's medical environment of cost containment, there is no assurance that
these entities will continue to provide reimbursement for incontinence testing.
The loss of reimbursement for incontinence testing would have a material adverse
effect on sales of our Fiber Optic pressure transducer products.

HIGHLY COMPETITIVE MARKETS AND RISK OF TECHNOLOGICAL OBSOLESCENCE. The medical
technology industry in which we are involved is characterized by rapidly
evolving technology and intense competition. We are aware of one other company
which markets a fiber optic pressure measurement device for use in the
urological market. There are two other companies which market fiber optic
pressure measurement devices, but for different applications. In addition, there
are several large companies which manufacture and market external strain gauge
transducer catheters, a product against which our catheter would likely compete.
There is no assurance that these companies or any other companies will not
develop technology that is more effective and/or available at a lower cost than
the product we offer.

GOVERNMENT REGULATION. The medical products that we sell and propose to sell are
subject to regulation by the FDA and by comparable agencies in certain states
and foreign countries. The process of complying with requirements of the FDA and
other agencies can be costly and time consuming. We have received clearance to
market our vessel introducer and transducer by the FDA, although we will be
required to obtain approval for marketing our transducer in other applications
if it is necessary to change materials which are in contact with body fluids or
to add other measurement parameters. There is no assurance that any such
additional clearance will be obtained. In addition, once obtained, these
clearances are subject to review, and later discovery of previous unknown
problems may result in restrictions on the marketing of a product or withdrawal
of the product from the market. We are also subject to certain FDA regulations
governing manufacturing practices, packaging and labeling.

DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY. Our success may depend on our
ability to obtain patent protection for our products and processes, to preserve
our trade secrets and to operate without infringing on the proprietary rights of
third parties. Patents covering certain aspects of our vessel introducer and
transducer were first issued by the United States Patent and Trademark Office in
March and April 1991, respectively. In addition, we have applied for patent
protection on additional aspects of both the vessel introducer and transducer.
There can be no assurance that any future patent protection will be granted,
that the scope of any patent protection will exclude competitors or that any of
our patents will be held valid if subsequently challenged. The validity and
breadth of claims covered in medical technology patents involve complex legal
and factual questions and therefore may be highly uncertain. We also rely upon
unpatented trade secrets, and no assurance can be given that others will not


                                       1
<PAGE>


independently develop or otherwise acquire substantially equivalent trade
secrets or otherwise gain access to our proprietary technology.

DEPENDENCE ON MAJOR CUSTOMER. We are presently dependent on our relationship
with Medtronic, our one major customer. Medtronic accounted for approximately
55% of our total sales and 52% of our total accounts receivable in 2000. The
loss of Medtronic as a customer would have a material adverse effect on us.

SOURCES OF SUPPLY. We currently purchase, and will in the future purchase,
components and raw materials from outside vendors. Although we have identified
alternative suppliers for key components and raw materials, at the present time
we generally use one source of supply for each component and raw material. Each
supplier of raw material for our vessel introducer is subject to the approval of
Medtronic, and future customers may have a right of approval as well. At
present, all of our suppliers have been approved by Medtronic. Should a key
supplier be unwilling or unable to supply any such component or raw material in
a timely manner, or should approval of a proposed supplier be delayed, withheld
or withdrawn, we could experience delays in obtaining alternative suppliers
which may adversely affect our business.

LIMITED PUBLIC MARKET TRADING. As of March 20, 2001, we had 4,169,699 shares of
common stock outstanding, of which approximately 85% was available for public
trading. From January 1 to March 20, 2001, the average daily trading volume
approximated 20,300 shares per day. As of March 20, 2001, there were seven
investment banking firms making a market in our stock. There can be no assurance
that an active market will exist for our shares, or that our shares could be
sold without a significant negative impact on the publicly quoted price per
share.

DEPENDENCE ON LINE OF CREDIT. On May 26, 2000, we signed an extension through
June 30, 2001 on our revolving line of credit with a financial institution. The
line was increased from $2,000,000 to $2,500,000, and the agreement calls for
interest at the rate of 1.00% over the financial institution's base rate with no
minimum interest due. The availability under the line is subject to borrowing
base requirements, and advances are at the discretion of the lender. The line is
secured by substantially all of our assets and in the event of default, the
financial institution would take ownership of most of our assets. If the
financial institution decides not to extend the agreement again, additional
capital would be required to fund 2001 operations and capital expenditure
requirements. Sources of additional capital may include additional debt
financing and/or the sale of debt or equity securities. If we are unable to
obtain financing when required, we could be forced to curtail our operations.

                          ABOUT THIS REOFFER PROSPECTUS

This Reoffer Prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information
provided or incorporated by reference in this Reoffer Prospectus or any related
supplement. We have not authorized anyone else to provide you with different
information. No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Reoffer Prospectus in connection with the offer made hereby, and, if given or
made, such information or representations must not be relied upon as having been
authorized by us or any selling shareholder. This Reoffer Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to any person in any state or other jurisdiction in
which such offer or solicitation is unlawful. The selling shareholders will not
make an offer of these shares in any state where the offer is not permitted. The
delivery of this Reoffer Prospectus at any time does not imply that information
contained herein is correct as of any time subsequent to its date. You should
not assume that the information in this prospectus or any supplement is accurate
as of any other date than the date on the front of those documents.

Certain forward-looking statements, including statements regarding our expected
financial position, business and financing plans are contained in this Reoffer
Prospectus or are incorporated herein by reference. These forward-looking
statements reflect our views with respect to future events and financial
performance. The words "believe," "expect," "plans" and "anticipate" and similar
expressions identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from such
expectations are disclosed in this Reoffer Prospectus. All subsequent written
and oral forward-looking statements attributable to us are expressly qualified
in their entirety by the cautionary statements. We caution readers not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.


                                       2
<PAGE>


We undertake no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                   THE COMPANY

We are a medical products company that consists of the following two distinct
business units:

     o    Percutaneous Delivery Solutions Division: engages in the development,
          manufacture and distribution of venous vessel introducers for use in
          implanting pacing leads, central venous catheters, ports and
          hemo-dialysis catheters. This division distributes its products
          through original equipment manufacturer relationships with worldwide
          medical device companies.

     o    Gynecology Division: engages in the development, manufacture and
          marketing of an incontinence diagnostic system directly to gynecology
          and urology clinics. This division's flagship product, the LuMax Fiber
          Optic Cystometry System, consists of a monitor and catheters and is
          used in over 850 clinics. A three person sales force, based in the
          United States, markets the LuMax.

Our address is 15301 Highway 55 West, Plymouth, Minnesota 55447 and our
telephone number is (763) 559-2613. Additional information about us is set forth
in our Annual Report on Form 10-KSB for the year ended December 31, 2000, which
is incorporated by reference in to this Reoffer Prospectus.

                                 USE OF PROCEEDS

This Reoffer Prospectus relates to the reoffer and resale by certain selling
shareholders identified in this prospectus of common stock that may be issued by
us to them upon the exercise of options granted under our Plan. All net proceeds
from the sale of the common stock will go to the shareholders who offer and sell
their shares. We will not receive any part of the proceeds from such sales. We
will, however, receive the exercise price of options when exercised by their
holders. Any such proceeds will be contributed to working capital and will be
used for general corporate purposes.


                                       3
<PAGE>


                              SELLING SHAREHOLDERS

This Reoffer Prospectus relates to the reoffer and resale of shares issued or
that may be issued to the selling shareholders under the Plan. The following
table sets forth (i) the number of shares of common stock beneficially owned by
each selling shareholder at March 27, 2001; (ii) the number of shares of common
stock to be offered for resale by each selling shareholder (i.e., the total
number of shares underlying options held by each selling shareholder
irrespective of whether such options are presently exercisable or exercisable
within sixty days of March 27, 2001); and (iii) the number and percentage of
outstanding shares of common stock to be held by each selling shareholder after
completion of the offering (assumes the sale of all shares offered pursuant to
this Reoffer Prospectus).

--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        NUMBER OF SHARES OF COMMON
                                                                                        STOCK/ PERCENTAGE OF CLASS
                                 NUMBER OF SHARES OF COMMON                                  TO BE OWNED AFTER
                                STOCK BENEFICIALLY OWNED AT    NUMBER OF SHARES TO BE   COMPLETION OF THE OFFERING
NAME                                  MARCH 27, 2001 (1)        OFFERED FOR RESALE (2)             (1) (3)
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                         <C>                    <C>
Thomas L. Auth
o        Director                          55,000                      15,000                 45,000 / 1.08%
--------------------------------------------------------------------------------------------------------------------
Richard L. Little
o        Director                        394,400(4)                    15,000                384,400 / 9.22%
--------------------------------------------------------------------------------------------------------------------
Richard F. Sauter
o        Director                          28,400                      15,000                 18,400 / *
--------------------------------------------------------------------------------------------------------------------
Michael Selzer
o        Director                          20,000                      15,000                 10,000 / *
--------------------------------------------------------------------------------------------------------------------
</TABLE>
* Less than one percent

(1)  A person is deemed to be the beneficial owner of voting securities that can
     be acquired by such person within 60 days after the date hereof upon the
     exercise of options, warrants or convertible securities. Each beneficial
     owner's percentage ownership is determined by assuming that options,
     warrants or convertible securities that are held by such person (but not
     those held by any other person) and that are currently exercisable (i.e.,
     that are exercisable within 60 days from the date hereof) have been
     exercised. Unless otherwise noted, we believe that all persons named in the
     table have sole voting and investment power with respect to all shares
     beneficially owned by them.

(2)  Consists of shares of common stock issuable upon the exercise of options
     both currently and not currently exercisable. We cannot assure you that the
     selling shareholders will exercise their options to purchase our common
     stock.

(3)  Assumes the sale of all shares offered pursuant to this Reoffer Prospectus.

(4)  Does not include approximately 30,000 shares owned by Mr. Little's adult
     children, as to which he disclaims beneficial ownership.

The shares covered by this Reoffer Prospectus may be sold from time to time so
long as this prospectus remains in effect; provided, however, that the selling
shareholders are first required to contact our Corporate Secretary to confirm
that this Reoffer Prospectus is in effect. We intend to distribute to each
selling shareholder a letter describing the procedures that the selling
shareholder may follow in order to use this prospectus to sell the shares and
under what conditions the Reoffer Prospectus may not be used. The selling
shareholders expect to sell the shares at prices then attainable, less ordinary
brokers' commissions and dealers' discounts as applicable.


                                       4
<PAGE>


                              PLAN OF DISTRIBUTION

Neither we nor the selling shareholders have employed or expect to employ an
underwriter for the sale of the shares by the selling shareholders. We will bear
all expenses in connection with the preparation of this Reoffer Prospectus. The
selling shareholders will bear all expenses associated with the sale of the
shares.

The selling shareholders may offer their shares directly or through pledgees,
donees, transferees or other successors in interest in one or more of the
following transactions:

     o    On any stock exchange or automated quotation system on which the
          shares of common stock may be listed at the time of sale
     o    In negotiated transactions
     o    In the over-the-counter market
     o    In a combination of any of the above transactions

The selling shareholders may offer their shares of common stock at any of the
following prices:

     o    Fixed prices, which may be changed
     o    Market prices prevailing at the time of sale
     o    Prices related to such prevailing market prices
     o    At negotiated prices

The selling shareholders may effect such transactions by selling shares to or
through broker-dealers, and all such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling shareholders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

Any broker-dealer acquiring common stock from the selling shareholders may sell
the shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prevailing market prices, prices related to such prevailing
market prices or at negotiated prices to its customers or a combination of such
methods. The selling shareholders and any broker-dealers that act in connection
with the sale of the shares hereunder might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit on the resale of shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act.
Any such commissions, as well as other expenses incurred by the selling
shareholders and applicable transfer taxes, are payable by the selling
shareholders. The selling shareholders reserve the right to accept, and together
with any agent of the selling shareholder, to reject in whole or in part any
proposed purchase of the shares. The selling shareholders will pay any sales
commissions or other seller's compensation applicable to such transactions.

We have not registered or qualified offers and sales of shares under the laws of
any country, other than the United States. To comply with certain states'
securities laws, if applicable, the selling shareholders will offer and sell
their shares in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the selling shareholders may not
offer or sell shares unless we have registered or qualified such shares for sale
in such states or we have complied with an available exemption from registration
or qualification.

The selling shareholders have represented to us that any purchase or sale of
shares by them will comply with Regulation M promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In general, Rule 102
under Regulation M prohibits any person connected with a distribution of our
common stock (a "Distribution") from directly or indirectly bidding for, or
purchasing for any account in which he or she has a beneficial interest, any of
our common stock or any right to purchase our common stock, for a period
beginning on the later of five business days prior to the determination of the
offering price or such time that a person becomes a distribution participant and
ending upon such person's completion of participation in the distribution (we
refer to that time period as the "Distribution Period").


                                       5
<PAGE>


During the Distribution Period, Rule 104 under Regulation M prohibits the
selling shareholders and any other persons engaged in the Distribution from
engaging in any stabilizing bid or purchasing our common stock except for the
purpose of preventing or retarding a decline in the open market price of our
common stock. No such person may effect any stabilizing transaction to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering and reselling our common stock at the market, Rule 104 prohibits
them from effecting any stabilizing transaction in contravention of Rule 104
with respect to our common stock.

There can be no assurance that the selling shareholders will sell any or all of
the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

Certain legal matters in connection with the issuance of the shares offered
hereby have been passed upon for us by Leonard, Street and Deinard Professional
Association, Minneapolis, Minnesota.

                                     EXPERTS

The financial statements of MedAmicus, Inc. for December 31, 2000 and 1999, and
for each of the two years in the period ended December 31, 2000 appearing in the
MedAmicus, Inc. 2000 Annual Report on Form 10-KSB, incorporated by reference in
this prospectus and in the registration statement of which this prospectus is a
part, have been audited by McGladrey & Pullen, LLP independent certified public
accountants upon the authority of such firm as experts in accounting and
auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by reference"
the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered to be a part of this Reoffer Prospectus
and information that we file later with the Securities and Exchange Commission
will automatically update and replace this information. The documents listed
below are incorporated herein by reference, and all documents subsequently filed
by us pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of common
stock offered pursuant to this registration statement have been sold or which
deregisters all shares of common stock 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 such documents:

(a)  Our Annual Report on Form 10-KSB for the year ended December 31, 2000,
     filed on March 14, 2001.

(b)  The description of our common stock contained in our registration statement
     on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on
     August 6, 1991, including any amendment or report for the purpose of
     updating such description.

(c)  You may request a copy of these filings, excluding the exhibits to such
     filings that we have not specifically incorporated by reference in such
     filings, at no cost, by writing or telephoning us at the following address:
     MedAmicus, Inc., 15301 Highway 55 West, Plymouth, Minnesota 55447, Attn:
     James D. Hartman.


                                       6
<PAGE>


 DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have 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, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
our payment of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our 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.

                       WHERE YOU CAN FIND MORE INFORMATION

With respect to the securities being offered pursuant to this Reoffer
Prospectus, we have filed with the Securities and Exchange Commission a
registration statement on Form S-8, together with exhibits and documents
incorporated by reference in the registration statement, under the Securities
Act. This Reoffer Prospectus does not contain all of the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information regarding MedAmicus and the common stock offered, please see
the registration statement, exhibits and the documents incorporated by reference
in the registration statement.

We are subject to the informational requirements of the Exchange Act and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Rooms maintained
by the Securities and Exchange Commission at any of the following locations:

        Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
          500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
         Seven World Trade Center, Suite 1300, New York, New York 10048.

Copies of such material can be obtained from the Public Reference Section of the
Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the Securities and Exchange Commission's website
(http://www.sec.gov).


                                       7
<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The documents listed below are incorporated herein by reference and all
documents subsequently filed by us pursuant to Sections 13, 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all shares of common stock offered pursuant to this registration statement
have been sold or which deregisters all shares of common stock then remaining
unsold, shall be deemed to incorporate by reference in this registration
statement and to be a part hereof from the date of filing such documents:

(a)  Our Annual Report on Form 10-KSB (Commission File No. 0-19467) filed on
     March 14, 2001;

(b)  The description of our common stock contained in our registration statement
     on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on
     August 6, 1991, including any amendment or report for the purpose of
     updating such description.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 302A.521 of the Minnesota Business Corporation Act requires us to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
us, against judgments, penalties, fines, including reasonable expenses, if such
person (1) has not been indemnified by another organization or employee benefit
plan for the same judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit and a statutory procedure has been followed in the
case of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; (5) in
the case of acts or omissions occurring in the person's performance in the
official capacity of director, or for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the company, or, in the case of
performance by a director, officer, employee or agent of the company as a
director, officer, partner, trustee, employee or agent or another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interest of the Company. In addition, Section 302A.521, subd. 3
requires payment by us, upon written request, of reasonable expenses in advance
of final disposition 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, by a designated
committee of the Board, by special legal counsel, by the shareholders, or by a
court.

As permitted by the Minnesota Business Corporation Act, our Articles of
Incorporation eliminate the liability of our directors for monetary damages
arising from any breach of fiduciary duties as a member of our Board of
Directors (except as expressly prohibited by Minnesota Business Corporation Act,
Section 302A.251, Subd. 4).

For information regarding our undertaking to submit to adjudication the issue of
indemnification for violation of the securities laws, see Item 9 hereof.


                                      II-1
<PAGE>


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Index

4.1*  MedAmicus, Inc. 1999 Non-Employee Director and Medical Advisory Board
      Stock Option Plan.

5.1*  Opinion of Leonard, Street and Deinard.

23.1* Consent of McGladrey & Pullen, LLP, independent auditors.

23.2* Consent of Leonard, Street and Deinard (included in its opinion filed as
      Exhibit 5.1).

24.1* Powers of Attorney (included on signature page to this Registration
      Statement).

*     Filed herewith.

ITEM 9. UNDERTAKINGS.

A.    We hereby undertake:

(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 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 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 percent 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 the Registration Statement or any
      material change to such information in the Registration Statement;
      provided, however, that paragraphs (i) and (ii) above do not apply if the
      Registration Statement is on Form S-8, and 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 Securities and Exchange
      Commission by the Registrant pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
      incorporated by reference in this Registration Statement.

(2)   That, for the purposes 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; and

(3)   To remove from registration by means of a post-effective amendment any of
      the securities being registered that remain unsold at the termination of
      the offering.

(4)   That, for purposes of determining any liability under the Securities Act,
      each filing of our annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee


                                      II-2
<PAGE>


      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.

(5)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to our directors, officers and controlling persons
      pursuant to the foregoing provisions, or otherwise, we have 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, therefore, unenforceable. In the event that a claim for
      indemnification against such liabilities (other than the payment by us of
      expenses incurred or paid by a director, officer or controlling person of
      our company 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 a 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

(6)   To deliver or cause to be delivered with the prospectus, to each person to
      whom the prospectus is sent or given, a copy of our latest annual report
      to stockholders that is incorporated by reference in the Reoffer
      Prospectus and furnished pursuant to and meeting the requirements of Rule
      14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
      information required to be presented by Article 3 of Regulation S-X is not
      set forth in the prospectus, to deliver, or cause to be delivered to each
      person to whom the prospectus is sent or given, the latest quarterly
      report that is specifically incorporated by reference in the prospectus to
      provide such interim financial information.


                                      II-3
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this Registration Statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Plymouth, State of Minnesota on this 28th day of March, 2001.

                                       MedAmicus, Inc.

                                       By: /s/ James D. Hartman
                                           President and Chief Financial Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Hartman, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any 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 necessary to
be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

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

SIGNATURE                  TITLE                                  DATE

/s/ James D. Hartman       President, Chief Financial Officer,    March 28, 2001
                           Secretary and Director (Principal
                           Executive Officer and Principal
                           Financial Officer)
/s/ Thomas L. Auth         Director                               March 28, 2001
/ / Richard L. Little      Chairman of the Board, Director        March __, 2001
/s/ Richard F. Sauter      Director                               March 28, 2001
/s/ Michael M. Selzer      Director                               March 28, 2001


                                      II-4
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================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 MEDAMICUS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  MINNESOTA                               41-1533300
       (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)

                    15301 HIGHWAY 55 WEST, PLYMOUTH, MN 55447
   (ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

                                 MEDAMICUS, INC.
              1999 NON-EMPLOYEE DIRECTOR AND MEDICAL ADVISORY BOARD
                                STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                JAMES D. HARTMAN
                                 MEDAMICUS, INC.
                              15301 HIGHWAY 55 WEST
                               PLYMOUTH, MN 55447
                                 (763) 559-2613

            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                    COPY TO:
                               MARK S. WEITZ, ESQ.
                           LEONARD, STREET AND DEINARD
                       150 SOUTH FIFTH STREET, SUITE 2300
                              MINNEAPOLIS, MN 55402
                                 (612) 335-1517

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                    Proposed       Proposed
  Title of                           Maximum        Maximum
 Securities         Amount          Offering       Aggregate      Amount of
   to be             to be          Price per       Offering    Registration
 Registered       Registered(1)      Share(2)       Price(2)       Fee(2)
--------------------------------------------------------------------------------
Common Stock,
$.01 par value      200,000          $3.61         $722,000       $180.50
================================================================================

(1)      This Registration Statement covers the aggregate number of ordinary
         shares which may be sold upon the exercise of options which have been
         granted and may be granted under the terms of the 1999 Non-Employee
         Director and Medical Advisory Board Stock Option Plan. Pursuant to Rule
         416, this Registration Statement shall also be deemed to cover an
         indeterminate number of additional shares of common stock in the event
         the number of outstanding shares of MedAmicus, Inc. is increased by
         stock splits, stock dividends and/or similar transactions.
(2)      Pursuant to Rule 457(h) and (c), the offering price is based on the
         exercise price of options granted and the offering price for the
         additional shares that may be issued under the Plan, estimated solely
         for the purposes of determining the registration fee, is based on
         $4.375, the average of the bid and asked prices per share quoted for
         the Registrant's common stock on The Nasdaq SmallCap Market (SM) on
         March 26, 2001.
EXPLANATORY NOTES

All references in this Registration Statement to "the Company," "the
Registrant," "we," "our," and "us" refer to MedAmicus, Inc., a Minnesota
corporation. We have prepared this Registration Statement in accordance with the
requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register shares of our common stock that may be issued
under the 1999 Non-Employee Director and Medical Advisory Board Stock Option
Plan (the "Plan").

This Registration Statement includes two parts. The documents constituting the
prospectus under Part I of this Registration Statement (the "Plan Prospectus")
will be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act. The Plan Prospectus has been omitted from this
Registration Statement as permitted by Part I of Form S-8. The second prospectus
(the "Reoffer Prospectus") may be used in connection with the reoffers and
resales of shares of our common stock issued pursuant to the exercise of options
granted under the Plan. The Reoffer Prospectus is filed as part of this
Registration Statement as required by Form S-8.
REOFFER PROSPECTUS

                                 200,000 SHARES
                          COMMON STOCK, $.01 PAR VALUE

                                 MEDAMICUS, INC.
                              15301 HIGHWAY 55 WEST
                            PLYMOUTH, MINNESOTA 55447
                                 (763) 559-2613

This Reoffer Prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that we may issue to the selling
shareholders upon the exercise of stock options we granted to them under our
Plan. We have registered the offer and sale of these shares to the selling
shareholders on Form S-8 filed concurrently with this Reoffer Prospectus with
the Securities and Exchange Commission. This Reoffer Prospectus also relates to
certain shares of our common stock subject to options that we have not yet
granted. If we grant these options to persons who must use the prospectus to
reoffer and resell the shares subject to such options, we will distribute a
prospectus supplement. If the selling shareholders resell these shares, we will
not receive any of the proceeds from the resales.

The selling shareholders have advised us that they may resell the shares from
time to time in one or more transactions on The Nasdaq SmallCap Market (SM) or
on any stock exchange or other automated quotation system on which the common
stock may become listed, in negotiated transactions or otherwise, at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan of Distribution." We will bear all expenses in connection with the
preparation of this Reoffer Prospectus.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT
PAGE 1.

Our common stock has traded on The Nasdaq SmallCap Market (SM) under the symbol
"MEDM" since September 1991. On March 27, 2001, the last reported sale price for
the common stock on such market was $4.4063 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

           The date of this Reoffer Prospectus is _____________, 2001.
TABLE OF CONTENTS

                                                                            PAGE

RISK FACTORS..................................................................1

   Continued Losses...........................................................1
   Lack of Market for the Fiber Optic Pressure Transducer.....................1
   Dependence on Reimbursement for Incontinence Testing.......................1
   Highly Competitive Markets and Risk of Technological
     Obsolescence.............................................................1
   Government Regulation......................................................1
   Dependence on Patents and Proprietary Technology...........................1
   Dependence on Major Customer...............................................2
   Sources of Supply..........................................................2
   Limited Public Market Trading..............................................2
   Dependence on Line of Credit...............................................2

ABOUT THIS REOFFER PROSPECTUS.................................................2

THE COMPANY...................................................................3

USE OF PROCEEDS...............................................................3

SELLING SHAREHOLDERS..........................................................4

PLAN OF DISTRIBUTION..........................................................5

LEGAL MATTERS.................................................................6

EXPERTS.......................................................................6

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................6

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S
  POSITION ON INDEMNIFICATION.................................................7

WHERE YOU CAN FIND MORE INFORMATION...........................................7
RISK FACTORS

The purchase of our common stock involves a high degree of risk; you should
regard it as speculative and you should consider it only if you can reasonably
afford a loss of your entire investment. You should carefully consider, in
addition to the other information contained in this Reoffer Prospectus, the
following risk factors relating to our company and our business before deciding
to invest in our common stock.

CONTINUED LOSSES. We became public in 1991 and have had losses in each of the
years since that date until the year ended December 31, 2000. For the year ended
December 31, 2000, we reported net income of $161,918. However, we have incurred
cumulative net losses through December 2000 of $6,058,486. There is no assurance
that we will be able to maintain profitable operations in the future.

LACK OF MARKET FOR THE FIBER OPTIC PRESSURE TRANSDUCER. Our management's
strategy is to market the LuMax fiber optic pressure transducer system primarily
to gynecologists for incontinence diagnostic testing. Incontinence testing by
gynecologists is a relatively new and undeveloped market. On January 11, 2001,
we terminated seven of our ten sales representatives and have formulated a new
business model for this division of our company. There is no assurance that the
incontinence testing and treatment market at the gynecology office will evolve
as we expect or, if it does evolve, that our product will be widely used or
accepted. In addition, there appears to be a trend towards purchasing groups,
rather than individual doctors, making purchase decisions relating to medical
devices. There can be no assurance that our sales and marketing efforts will
appeal to such purchasing groups or that our products will be accepted by such
groups.

DEPENDENCE ON REIMBURSEMENT FOR INCONTINENCE TESTING. Medicare and private
insurance companies currently reimburse for incontinence testing. However, in
today's medical environment of cost containment, there is no assurance that
these entities will continue to provide reimbursement for incontinence testing.
The loss of reimbursement for incontinence testing would have a material adverse
effect on sales of our Fiber Optic pressure transducer products.

HIGHLY COMPETITIVE MARKETS AND RISK OF TECHNOLOGICAL OBSOLESCENCE. The medical
technology industry in which we are involved is characterized by rapidly
evolving technology and intense competition. We are aware of one other company
which markets a fiber optic pressure measurement device for use in the
urological market. There are two other companies which market fiber optic
pressure measurement devices, but for different applications. In addition, there
are several large companies which manufacture and market external strain gauge
transducer catheters, a product against which our catheter would likely compete.
There is no assurance that these companies or any other companies will not
develop technology that is more effective and/or available at a lower cost than
the product we offer.

GOVERNMENT REGULATION. The medical products that we sell and propose to sell are
subject to regulation by the FDA and by comparable agencies in certain states
and foreign countries. The process of complying with requirements of the FDA and
other agencies can be costly and time consuming. We have received clearance to
market our vessel introducer and transducer by the FDA, although we will be
required to obtain approval for marketing our transducer in other applications
if it is necessary to change materials which are in contact with body fluids or
to add other measurement parameters. There is no assurance that any such
additional clearance will be obtained. In addition, once obtained, these
clearances are subject to review, and later discovery of previous unknown
problems may result in restrictions on the marketing of a product or withdrawal
of the product from the market. We are also subject to certain FDA regulations
governing manufacturing practices, packaging and labeling.

DEPENDENCE ON PATENTS AND PROPRIETARY TECHNOLOGY. Our success may depend on our
ability to obtain patent protection for our products and processes, to preserve
our trade secrets and to operate without infringing on the proprietary rights of
third parties. Patents covering certain aspects of our vessel introducer and
transducer were first issued by the United States Patent and Trademark Office in
March and April 1991, respectively. In addition, we have applied for patent
protection on additional aspects of both the vessel introducer and transducer.
There can be no assurance that any future patent protection will be granted,
that the scope of any patent protection will exclude competitors or that any of
our patents will be held valid if subsequently challenged. The validity and
breadth of claims covered in medical technology patents involve complex legal
and factual questions and therefore may be highly uncertain. We also rely upon
unpatented trade secrets, and no assurance can be given that others will not

                                       1
independently develop or otherwise acquire substantially equivalent trade
secrets or otherwise gain access to our proprietary technology.

DEPENDENCE ON MAJOR CUSTOMER. We are presently dependent on our relationship
with Medtronic, our one major customer. Medtronic accounted for approximately
55% of our total sales and 52% of our total accounts receivable in 2000. The
loss of Medtronic as a customer would have a material adverse effect on us.

SOURCES OF SUPPLY. We currently purchase, and will in the future purchase,
components and raw materials from outside vendors. Although we have identified
alternative suppliers for key components and raw materials, at the present time
we generally use one source of supply for each component and raw material. Each
supplier of raw material for our vessel introducer is subject to the approval of
Medtronic, and future customers may have a right of approval as well. At
present, all of our suppliers have been approved by Medtronic. Should a key
supplier be unwilling or unable to supply any such component or raw material in
a timely manner, or should approval of a proposed supplier be delayed, withheld
or withdrawn, we could experience delays in obtaining alternative suppliers
which may adversely affect our business.

LIMITED PUBLIC MARKET TRADING. As of March 20, 2001, we had 4,169,699 shares of
common stock outstanding, of which approximately 85% was available for public
trading. From January 1 to March 20, 2001, the average daily trading volume
approximated 20,300 shares per day. As of March 20, 2001, there were seven
investment banking firms making a market in our stock. There can be no assurance
that an active market will exist for our shares, or that our shares could be
sold without a significant negative impact on the publicly quoted price per
share.

DEPENDENCE ON LINE OF CREDIT. On May 26, 2000, we signed an extension through
June 30, 2001 on our revolving line of credit with a financial institution. The
line was increased from $2,000,000 to $2,500,000, and the agreement calls for
interest at the rate of 1.00% over the financial institution's base rate with no
minimum interest due. The availability under the line is subject to borrowing
base requirements, and advances are at the discretion of the lender. The line is
secured by substantially all of our assets and in the event of default, the
financial institution would take ownership of most of our assets. If the
financial institution decides not to extend the agreement again, additional
capital would be required to fund 2001 operations and capital expenditure
requirements. Sources of additional capital may include additional debt
financing and/or the sale of debt or equity securities. If we are unable to
obtain financing when required, we could be forced to curtail our operations.

                          ABOUT THIS REOFFER PROSPECTUS

This Reoffer Prospectus is part of a registration statement we filed with the
Securities and Exchange Commission. You should rely only on the information
provided or incorporated by reference in this Reoffer Prospectus or any related
supplement. We have not authorized anyone else to provide you with different
information. No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Reoffer Prospectus in connection with the offer made hereby, and, if given or
made, such information or representations must not be relied upon as having been
authorized by us or any selling shareholder. This Reoffer Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby to any person in any state or other jurisdiction in
which such offer or solicitation is unlawful. The selling shareholders will not
make an offer of these shares in any state where the offer is not permitted. The
delivery of this Reoffer Prospectus at any time does not imply that information
contained herein is correct as of any time subsequent to its date. You should
not assume that the information in this prospectus or any supplement is accurate
as of any other date than the date on the front of those documents.

Certain forward-looking statements, including statements regarding our expected
financial position, business and financing plans are contained in this Reoffer
Prospectus or are incorporated herein by reference. These forward-looking
statements reflect our views with respect to future events and financial
performance. The words "believe," "expect," "plans" and "anticipate" and similar
expressions identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from such
expectations are disclosed in this Reoffer Prospectus. All subsequent written
and oral forward-looking statements attributable to us are expressly qualified
in their entirety by the cautionary statements. We caution readers not to place
undue reliance on these forward-looking statements, which speak only as of their
dates.

                                       2
We undertake no obligations to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

                                   THE COMPANY

We are a medical products company that consists of the following two distinct
business units:

     o    Percutaneous Delivery Solutions Division: engages in the development,
          manufacture and distribution of venous vessel introducers for use in
          implanting pacing leads, central venous catheters, ports and
          hemo-dialysis catheters. This division distributes its products
          through original equipment manufacturer relationships with worldwide
          medical device companies.

     o    Gynecology Division: engages in the development, manufacture and
          marketing of an incontinence diagnostic system directly to gynecology
          and urology clinics. This division's flagship product, the LuMax Fiber
          Optic Cystometry System, consists of a monitor and catheters and is
          used in over 850 clinics. A three person sales force, based in the
          United States, markets the LuMax.

Our address is 15301 Highway 55 West, Plymouth, Minnesota 55447 and our
telephone number is (763) 559-2613. Additional information about us is set forth
in our Annual Report on Form 10-KSB for the year ended December 31, 2000, which
is incorporated by reference in to this Reoffer Prospectus.

                                 USE OF PROCEEDS

This Reoffer Prospectus relates to the reoffer and resale by certain selling
shareholders identified in this prospectus of common stock that may be issued by
us to them upon the exercise of options granted under our Plan. All net proceeds
from the sale of the common stock will go to the shareholders who offer and sell
their shares. We will not receive any part of the proceeds from such sales. We
will, however, receive the exercise price of options when exercised by their
holders. Any such proceeds will be contributed to working capital and will be
used for general corporate purposes.

                                       3
SELLING SHAREHOLDERS

This Reoffer Prospectus relates to the reoffer and resale of shares issued or
that may be issued to the selling shareholders under the Plan. The following
table sets forth (i) the number of shares of common stock beneficially owned by
each selling shareholder at March 27, 2001; (ii) the number of shares of common
stock to be offered for resale by each selling shareholder (i.e., the total
number of shares underlying options held by each selling shareholder
irrespective of whether such options are presently exercisable or exercisable
within sixty days of March 27, 2001); and (iii) the number and percentage of
outstanding shares of common stock to be held by each selling shareholder after
completion of the offering (assumes the sale of all shares offered pursuant to
this Reoffer Prospectus).

--------------------------------------------------------------------------------
NUMBER OF SHARES OF COMMON
                                                                                        STOCK/ PERCENTAGE OF CLASS
                                 NUMBER OF SHARES OF COMMON                                  TO BE OWNED AFTER
                                STOCK BENEFICIALLY OWNED AT    NUMBER OF SHARES TO BE   COMPLETION OF THE OFFERING
NAME                                  MARCH 27, 2001 (1)        OFFERED FOR RESALE (2)             (1) (3)
--------------------------------------------------------------------------------------------------------------------
Thomas L. Auth
o        Director                          55,000                      15,000                 45,000 / 1.08%
--------------------------------------------------------------------------------------------------------------------
Richard L. Little
o        Director                        394,400(4)                    15,000                384,400 / 9.22%
--------------------------------------------------------------------------------------------------------------------
Richard F. Sauter
o        Director                          28,400                      15,000                 18,400 / *
--------------------------------------------------------------------------------------------------------------------
Michael Selzer
o        Director                          20,000                      15,000                 10,000 / *
--------------------------------------------------------------------------------------------------------------------
* Less than one percent

(1)  A person is deemed to be the beneficial owner of voting securities that can
     be acquired by such person within 60 days after the date hereof upon the
     exercise of options, warrants or convertible securities. Each beneficial
     owner's percentage ownership is determined by assuming that options,
     warrants or convertible securities that are held by such person (but not
     those held by any other person) and that are currently exercisable (i.e.,
     that are exercisable within 60 days from the date hereof) have been
     exercised. Unless otherwise noted, we believe that all persons named in the
     table have sole voting and investment power with respect to all shares
     beneficially owned by them.

(2)  Consists of shares of common stock issuable upon the exercise of options
     both currently and not currently exercisable. We cannot assure you that the
     selling shareholders will exercise their options to purchase our common
     stock.

(3)  Assumes the sale of all shares offered pursuant to this Reoffer Prospectus.

(4)  Does not include approximately 30,000 shares owned by Mr. Little's adult
     children, as to which he disclaims beneficial ownership.

The shares covered by this Reoffer Prospectus may be sold from time to time so
long as this prospectus remains in effect; provided, however, that the selling
shareholders are first required to contact our Corporate Secretary to confirm
that this Reoffer Prospectus is in effect. We intend to distribute to each
selling shareholder a letter describing the procedures that the selling
shareholder may follow in order to use this prospectus to sell the shares and
under what conditions the Reoffer Prospectus may not be used. The selling
shareholders expect to sell the shares at prices then attainable, less ordinary
brokers' commissions and dealers' discounts as applicable.

                                       4
PLAN OF DISTRIBUTION

Neither we nor the selling shareholders have employed or expect to employ an
underwriter for the sale of the shares by the selling shareholders. We will bear
all expenses in connection with the preparation of this Reoffer Prospectus. The
selling shareholders will bear all expenses associated with the sale of the
shares.

The selling shareholders may offer their shares directly or through pledgees,
donees, transferees or other successors in interest in one or more of the
following transactions:

     o    On any stock exchange or automated quotation system on which the
          shares of common stock may be listed at the time of sale
     o    In negotiated transactions
     o    In the over-the-counter market
     o    In a combination of any of the above transactions

The selling shareholders may offer their shares of common stock at any of the
following prices:

     o    Fixed prices, which may be changed
     o    Market prices prevailing at the time of sale
     o    Prices related to such prevailing market prices
     o    At negotiated prices

The selling shareholders may effect such transactions by selling shares to or
through broker-dealers, and all such broker-dealers may receive compensation in
the form of discounts, concessions, or commissions from the selling shareholders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions).

Any broker-dealer acquiring common stock from the selling shareholders may sell
the shares either directly, in its normal market-making activities, through or
to other brokers on a principal or agency basis or to its customers. Any such
sales may be at prevailing market prices, prices related to such prevailing
market prices or at negotiated prices to its customers or a combination of such
methods. The selling shareholders and any broker-dealers that act in connection
with the sale of the shares hereunder might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act; any commissions
received by them and any profit on the resale of shares as principal might be
deemed to be underwriting discounts and commissions under the Securities Act.
Any such commissions, as well as other expenses incurred by the selling
shareholders and applicable transfer taxes, are payable by the selling
shareholders. The selling shareholders reserve the right to accept, and together
with any agent of the selling shareholder, to reject in whole or in part any
proposed purchase of the shares. The selling shareholders will pay any sales
commissions or other seller's compensation applicable to such transactions.

We have not registered or qualified offers and sales of shares under the laws of
any country, other than the United States. To comply with certain states'
securities laws, if applicable, the selling shareholders will offer and sell
their shares in such jurisdictions only through registered or licensed brokers
or dealers. In addition, in certain states the selling shareholders may not
offer or sell shares unless we have registered or qualified such shares for sale
in such states or we have complied with an available exemption from registration
or qualification.

The selling shareholders have represented to us that any purchase or sale of
shares by them will comply with Regulation M promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). In general, Rule 102
under Regulation M prohibits any person connected with a distribution of our
common stock (a "Distribution") from directly or indirectly bidding for, or
purchasing for any account in which he or she has a beneficial interest, any of
our common stock or any right to purchase our common stock, for a period
beginning on the later of five business days prior to the determination of the
offering price or such time that a person becomes a distribution participant and
ending upon such person's completion of participation in the distribution (we
refer to that time period as the "Distribution Period").

                                       5
During the Distribution Period, Rule 104 under Regulation M prohibits the
selling shareholders and any other persons engaged in the Distribution from
engaging in any stabilizing bid or purchasing our common stock except for the
purpose of preventing or retarding a decline in the open market price of our
common stock. No such person may effect any stabilizing transaction to
facilitate any offering at the market. Inasmuch as the selling shareholders will
be reoffering and reselling our common stock at the market, Rule 104 prohibits
them from effecting any stabilizing transaction in contravention of Rule 104
with respect to our common stock.

There can be no assurance that the selling shareholders will sell any or all of
the shares offered by them hereunder or otherwise.

                                  LEGAL MATTERS

Certain legal matters in connection with the issuance of the shares offered
hereby have been passed upon for us by Leonard, Street and Deinard Professional
Association, Minneapolis, Minnesota.

                                     EXPERTS

The financial statements of MedAmicus, Inc. for December 31, 2000 and 1999, and
for each of the two years in the period ended December 31, 2000 appearing in the
MedAmicus, Inc. 2000 Annual Report on Form 10-KSB, incorporated by reference in
this prospectus and in the registration statement of which this prospectus is a
part, have been audited by McGladrey & Pullen, LLP independent certified public
accountants upon the authority of such firm as experts in accounting and
auditing.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Securities and Exchange Commission allows us to "incorporate by reference"
the information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information we
incorporate by reference is considered to be a part of this Reoffer Prospectus
and information that we file later with the Securities and Exchange Commission
will automatically update and replace this information. The documents listed
below are incorporated herein by reference, and all documents subsequently filed
by us pursuant to Sections 13, 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all shares of common
stock offered pursuant to this registration statement have been sold or which
deregisters all shares of common stock 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 such documents:

(a)  Our Annual Report on Form 10-KSB for the year ended December 31, 2000,
     filed on March 14, 2001.

(b)  The description of our common stock contained in our registration statement
     on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on
     August 6, 1991, including any amendment or report for the purpose of
     updating such description.

(c)  You may request a copy of these filings, excluding the exhibits to such
     filings that we have not specifically incorporated by reference in such
     filings, at no cost, by writing or telephoning us at the following address:
     MedAmicus, Inc., 15301 Highway 55 West, Plymouth, Minnesota 55447, Attn:
     James D. Hartman.

                                       6
DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have 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, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
our payment of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our 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.

                       WHERE YOU CAN FIND MORE INFORMATION

With respect to the securities being offered pursuant to this Reoffer
Prospectus, we have filed with the Securities and Exchange Commission a
registration statement on Form S-8, together with exhibits and documents
incorporated by reference in the registration statement, under the Securities
Act. This Reoffer Prospectus does not contain all of the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information regarding MedAmicus and the common stock offered, please see
the registration statement, exhibits and the documents incorporated by reference
in the registration statement.

We are subject to the informational requirements of the Exchange Act and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and other
information can be inspected and copied at the Public Reference Rooms maintained
by the Securities and Exchange Commission at any of the following locations:

        Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
          500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
         Seven World Trade Center, Suite 1300, New York, New York 10048.

Copies of such material can be obtained from the Public Reference Section of the
Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Please call the Securities and
Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the Securities and Exchange Commission's website
(http://www.sec.gov).

                                       7
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

The documents listed below are incorporated herein by reference and all
documents subsequently filed by us pursuant to Sections 13, 14 and 15(d) of the
Exchange Act prior to the filing of a post-effective amendment which indicates
that all shares of common stock offered pursuant to this registration statement
have been sold or which deregisters all shares of common stock then remaining
unsold, shall be deemed to incorporate by reference in this registration
statement and to be a part hereof from the date of filing such documents:

(a)  Our Annual Report on Form 10-KSB (Commission File No. 0-19467) filed on
     March 14, 2001;

(b)  The description of our common stock contained in our registration statement
     on Form S-18 under the Securities Act, Registration No. 33-42112C, filed on
     August 6, 1991, including any amendment or report for the purpose of
     updating such description.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 302A.521 of the Minnesota Business Corporation Act requires us to
indemnify a person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of the person with respect to
us, against judgments, penalties, fines, including reasonable expenses, if such
person (1) has not been indemnified by another organization or employee benefit
plan for the same judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit
plan, settlements, and reasonable expenses, including attorneys' fees and
disbursements, incurred by the person in connection with the proceeding with
respect to the same acts or omissions; (2) acted in good faith; (3) received no
improper personal benefit and a statutory procedure has been followed in the
case of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; (5) in
the case of acts or omissions occurring in the person's performance in the
official capacity of director, or for a person not a director, in the official
capacity of officer, committee member, employee or agent, reasonably believed
that the conduct was in the best interests of the company, or, in the case of
performance by a director, officer, employee or agent of the company as a
director, officer, partner, trustee, employee or agent or another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interest of the Company. In addition, Section 302A.521, subd. 3
requires payment by us, upon written request, of reasonable expenses in advance
of final disposition 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, by a designated
committee of the Board, by special legal counsel, by the shareholders, or by a
court.

As permitted by the Minnesota Business Corporation Act, our Articles of
Incorporation eliminate the liability of our directors for monetary damages
arising from any breach of fiduciary duties as a member of our Board of
Directors (except as expressly prohibited by Minnesota Business Corporation Act,
Section 302A.251, Subd. 4).

For information regarding our undertaking to submit to adjudication the issue of
indemnification for violation of the securities laws, see Item 9 hereof.

                                      II-1
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

Exhibit Index

4.1*  MedAmicus, Inc. 1999 Non-Employee Director and Medical Advisory Board
      Stock Option Plan.

5.1*  Opinion of Leonard, Street and Deinard.

23.1* Consent of McGladrey & Pullen, LLP, independent auditors.

23.2* Consent of Leonard, Street and Deinard (included in its opinion filed as
      Exhibit 5.1).

24.1* Powers of Attorney (included on signature page to this Registration
      Statement).

*     Filed herewith.

ITEM 9. UNDERTAKINGS.

A.    We hereby undertake:

(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 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 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 percent 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 the Registration Statement or any
      material change to such information in the Registration Statement;
      provided, however, that paragraphs (i) and (ii) above do not apply if the
      Registration Statement is on Form S-8, and 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 Securities and Exchange
      Commission by the Registrant pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act") that are
      incorporated by reference in this Registration Statement.

(2)   That, for the purposes 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; and

(3)   To remove from registration by means of a post-effective amendment any of
      the securities being registered that remain unsold at the termination of
      the offering.

(4)   That, for purposes of determining any liability under the Securities Act,
      each filing of our annual report pursuant to Section 13(a) or 15(d) of the
      Exchange Act (and, where applicable, each filing of an employee

                                      II-2
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.

(5)   Insofar as indemnification for liabilities arising under the Securities
      Act may be permitted to our directors, officers and controlling persons
      pursuant to the foregoing provisions, or otherwise, we have 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, therefore, unenforceable. In the event that a claim for
      indemnification against such liabilities (other than the payment by us of
      expenses incurred or paid by a director, officer or controlling person of
      our company 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 a 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

(6)   To deliver or cause to be delivered with the prospectus, to each person to
      whom the prospectus is sent or given, a copy of our latest annual report
      to stockholders that is incorporated by reference in the Reoffer
      Prospectus and furnished pursuant to and meeting the requirements of Rule
      14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial
      information required to be presented by Article 3 of Regulation S-X is not
      set forth in the prospectus, to deliver, or cause to be delivered to each
      person to whom the prospectus is sent or given, the latest quarterly
      report that is specifically incorporated by reference in the prospectus to
      provide such interim financial information.

                                      II-3
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that we
have reasonable grounds to believe that we meet all of the requirements for
filing on Form S-8 and have duly caused this Registration Statement to be signed
on our behalf by the undersigned, thereunto duly authorized, in the City of
Plymouth, State of Minnesota on this 28th day of March, 2001.

                                       MedAmicus, Inc.

                                       By: /s/ James D. Hartman
                                           President and Chief Financial Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James D. Hartman, and each of them, his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any 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 necessary to
be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.

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

SIGNATURE                  TITLE                                  DATE

/s/ James D. Hartman       President, Chief Financial Officer,    March 28, 2001
                           Secretary and Director (Principal
                           Executive Officer and Principal
                           Financial Officer)
/s/ Thomas L. Auth         Director                               March 28, 2001
/ / Richard L. Little      Chairman of the Board, Director        March __, 2001
/s/ Richard F. Sauter      Director                               March 28, 2001
/s/ Michael M. Selzer      Director                               March 28, 2001

                                      II-4