AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2000

                                                         REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             RAVEN INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in Charter)

                                  SOUTH DAKOTA
                 (State or Other Jurisdiction of Incorporation)

                                   46-0246171
                     (I.R.S. Employer Identification Number)

                               205 EAST 6TH STREET
                         SIOUX FALLS, SOUTH DAKOTA 57117
               (Address of Principal Executive Offices) (Zip Code)

                             RAVEN INDUSTRIES, INC.
                     2000 STOCK OPTION AND COMPENSATION PLAN
                              (Full Title of Plan)

                                THOMAS IACARELLA
                          VICE PRESIDENT - FINANCE AND
                               CORPORATE SECRETARY
                             RAVEN INDUSTRIES, INC.
                               205 EAST 6TH STREET
                                  P.O. BOX 5107
                         SIOUX FALLS, SOUTH DAKOTA 57117
                     (Name and Address of Agent for Service)

                                  605-336-2750
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                             WILLIAM M. MOWER, P.A.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                             90 SOUTH SEVENTH STREET
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 672-8200


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                 PROPOSED
TITLE OF                                    PROPOSED MAXIMUM     MAXIMUM            AMOUNT OF
OF SECURITIES TO BE        AMOUNT TO BE     OFFERING PRICE       AGGREGATE          REGISTRATION
REGISTERED                 REGISTERED       PER SHARE (1)        OFFERING PRICE     FEE
------------------------------------------------------------------------------------------------
<S>                           <C>               <C>               <C>                 <C>
Common Stock ($1.00           250,000           $14.00            $3,500,000          $924.00
par value per share)          Shares
</TABLE>

(1)    Estimated solely for purposes of computing the registration fee in
       accordance with Rule 457(h) and based upon the average of the high and
       low prices of the Common Stock on the Nasdaq National Market System on
       July 7, 2000.

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended January 31, 2000.

       (b)    The Registrant's Quarterly Report on Form 10-Q for the period
              ended April 30, 2000.

       (c)    Description of the Registrant's Common Stock, $1.00 par value per
              share, included in the Registrant's Registration Statement on Form
              S-8 (Registration No. 2-59527) under the caption "Description of
              Common Stock."

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of filing of
such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Article Eighth of the Company's Articles of Incorporation reads as
follows:

       LIMITATION OF LIABILITY OF DIRECTORS. No director of the corporation
       shall be personally liable to the corporation or any shareholder for
       monetary damages for breach of fiduciary duty as a director.
       Notwithstanding the foregoing sentence, a director shall be liable to the
       extent provided by applicable law for: (i) breach of the director's duty
       of loyalty to the corporation or its shareholders, (ii) acts or omissions
       not in good faith or that involve intentional misconduct or a knowing
       violation of law, (iii) any violation of South Dakota Codified Laws
       Sections 47-5-15 to 47-5-19, inclusive, (iv) any transaction from which
       the director derived an improper personal benefit, or (v) any act or
       omission occurring prior to the date when this Article Eighth becomes
       effective. Neither the amendment nor repeal of this paragraph, nor the
       adoption of any provision of this Articles of Incorporation inconsistent
       with this paragraph, shall apply to or have any effect upon the liability
       of any director of the corporation for or with respect to any acts or
       omissions of such director occurring prior to such amendment, repeal, or
       adoption of any inconsistent provision.

       Article XII of the Company's bylaws reads as follows:

       ARTICLE XII - INDEMNIFICATION

       Any person, his heirs, executors, or administrators, may be indemnified
       or reimbursed by the Corporation for reasonable expenses actually
       incurred in connection with any action, suit, or proceeding, civil or
       criminal, to which he or they shall be made a party by reason of his
       being or having been a Director or Officer of the Corporation or of any
       firm, corporation, or organization which he served in any such capacity
       at the request of the Board of Directors of the Corporation as duly
       evidenced by resolution of such Board: Provided, however, that no
       person shall be so indemnified or reimbursed in relation to any matter
       in such action, suit or proceeding as to which he shall finally be
       adjudged to have been guilty of or liable for negligence or willful
       misconduct in the performance of his duties of the Corporation; and
       provided further, that no person shall be so indemnified or reimbursed
       in relation to any matter in such action, suit, or proceeding which has
       been made the subject of a compromise settlement except with the
       approval of a court of competent jurisdiction, or the holders of record
       of a majority of the whole number of the Directors. The foregoing right
       of indemnification or reimbursement shall not be exclusive of other
       rights to which such person, his heirs, executors, or administrators
       may be entitled as a matter of law.


                                        2
<PAGE>


ITEM 8. EXHIBITS.

 4.1.  Articles of Incorporation of the Company (Incorporated by reference to
       Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended January 31, 1989.)

 4.2.  Bylaws of the Company (Incorporated by reference to Exhibit 3(b) to the
       Registrant's Annual Report on Form 10-K for the fiscal year ended January
       31, 1989.)

 5.1.  Opinion of Maslon Edelman Borman & Brand, LLP

23.1.  Consent of Maslon Edelman Borman & Brand, LLP   (contained in Exhibit 5).

23.2.  Consent of PricewaterhouseCoopers LLP


ITEM 9. UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement;

              (i)    To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933 (the "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 and of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 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;

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

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


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

       Insofar as indemnification for liabilities arising under the Act may be
       permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that, in the opinion of the Commission, such
       indemnification is against public policy as expressed in the Act and is,
       therefore, unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or controlling person of
       the Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling person
       in connection with the securities being registered, the Registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of


                                        3
<PAGE>


       appropriate jurisdiction the question whether such indemnification by it
       is against public policy as expressed in the Act and will be governed by
       the final adjudication of such issue.

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Sioux Falls, State of South Dakota on this 12th day of
July, 2000.

                             RAVEN INDUSTRIES, INC.
                              Registrant

                             By /s/ David A. Christensen
                               ---------------------------
                             Its President and CEO
                                --------------------------



       Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

           NAME                             TITLE                      DATE
           ----                             -----                      ----


/s/ Conrad J. Hoigaard         Chairman of the Board               July 12, 2000
-----------------------------                                     --------------
      Conrad J. Hoigaard

/s/ David A. Christensen       President and Chief Executive       July 12, 2000
-----------------------------  Officer and Director               --------------
      David A. Christensen     (Principal Executive Officer)

/s/ Thomas Iacarella           Financial Officer, Vice President-  July 12, 2000
-----------------------------  Finance, Secretary and Treasurer   --------------
      Thomas Iacarella         (Principal Financial and
                               Accounting Officer)

/s/ Ronald M. Moquist          Executive Vice President and        July 12, 2000
-----------------------------  Director                           --------------
      Ronald M. Moquist

/s/ Anthony W. Bour            Director                            July 12, 2000
-----------------------------                                     --------------
      Anthony W. Bour

/s/ Thomas S. Everist          Director                            July 12, 2000
-----------------------------                                     --------------
      Thomas S. Everist

/s/ Mark E. Griffin            Director                            July 12, 2000
-----------------------------                                     --------------
      Mark E. Griffin

/s/ Kevin T. Kirby             Director                            July 12, 2000
-----------------------------                                     --------------
      Kevin T. Kirby


                                        4
<PAGE>


                                  EXHIBIT INDEX

Exhibit
No.      Description of Exhibit                                         Page No.
--------------------------------------------------------------------------------

 5.1.    Opinion of Maslon Edelman Borman & Brand, LLP
23.1.    Consent of Maslon Edelman Borman & Brand, LLP (contained
         in Exhibit 5.1)
23.2.    Consent of PricewaterhouseCoopers LLP


                                        5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 15601}]
{"company-data": {"conformed-name": "RAVEN INDUSTRIES INC", "cik": "0000082166", "assigned-sic": "2300", "irs-number": "460246171", "state-of-incorporation": "SD", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41352", "film-number": "672471"}, "business-address": {"street1": "205 E 6TH ST", "street2": "PO BOX 5107", "city": "SIOUX FALLS", "state": "SD", "zip": "57117", "phone": "6053362750"}, "mail-address": {"street1": "P O BOX 5107", "city": "SIOUX FALLS", "state": "SD", "zip": "57117-5107"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2000

                                                         REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             RAVEN INDUSTRIES, INC.
               (Exact Name of Registrant as Specified in Charter)

                                  SOUTH DAKOTA
                 (State or Other Jurisdiction of Incorporation)

                                   46-0246171
                     (I.R.S. Employer Identification Number)

                               205 EAST 6TH STREET
                         SIOUX FALLS, SOUTH DAKOTA 57117
               (Address of Principal Executive Offices) (Zip Code)

                             RAVEN INDUSTRIES, INC.
                     2000 STOCK OPTION AND COMPENSATION PLAN
                              (Full Title of Plan)

                                THOMAS IACARELLA
                          VICE PRESIDENT - FINANCE AND
                               CORPORATE SECRETARY
                             RAVEN INDUSTRIES, INC.
                               205 EAST 6TH STREET
                                  P.O. BOX 5107
                         SIOUX FALLS, SOUTH DAKOTA 57117
                     (Name and Address of Agent for Service)

                                  605-336-2750
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                             WILLIAM M. MOWER, P.A.
                       MASLON EDELMAN BORMAN & BRAND, LLP
                               3300 NORWEST CENTER
                             90 SOUTH SEVENTH STREET
                          MINNEAPOLIS, MINNESOTA 55402
                                 (612) 672-8200

                         CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF                                    PROPOSED MAXIMUM     MAXIMUM            AMOUNT OF
OF SECURITIES TO BE        AMOUNT TO BE     OFFERING PRICE       AGGREGATE          REGISTRATION
REGISTERED                 REGISTERED       PER SHARE (1)        OFFERING PRICE     FEE
------------------------------------------------------------------------------------------------
Common Stock ($1.00           250,000           $14.00            $3,500,000          $924.00
par value per share)          Shares
(1)    Estimated solely for purposes of computing the registration fee in
       accordance with Rule 457(h) and based upon the average of the high and
       low prices of the Common Stock on the Nasdaq National Market System on
       July 7, 2000.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated herein by reference and
made a part hereof:

       (a)    The Registrant's Annual Report on Form 10-K for the fiscal year
              ended January 31, 2000.

       (b)    The Registrant's Quarterly Report on Form 10-Q for the period
              ended April 30, 2000.

       (c)    Description of the Registrant's Common Stock, $1.00 par value per
              share, included in the Registrant's Registration Statement on Form
              S-8 (Registration No. 2-59527) under the caption "Description of
              Common Stock."

       All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be part hereof from the date of filing of
such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       Article Eighth of the Company's Articles of Incorporation reads as
follows:

       LIMITATION OF LIABILITY OF DIRECTORS. No director of the corporation
       shall be personally liable to the corporation or any shareholder for
       monetary damages for breach of fiduciary duty as a director.
       Notwithstanding the foregoing sentence, a director shall be liable to the
       extent provided by applicable law for: (i) breach of the director's duty
       of loyalty to the corporation or its shareholders, (ii) acts or omissions
       not in good faith or that involve intentional misconduct or a knowing
       violation of law, (iii) any violation of South Dakota Codified Laws
       Sections 47-5-15 to 47-5-19, inclusive, (iv) any transaction from which
       the director derived an improper personal benefit, or (v) any act or
       omission occurring prior to the date when this Article Eighth becomes
       effective. Neither the amendment nor repeal of this paragraph, nor the
       adoption of any provision of this Articles of Incorporation inconsistent
       with this paragraph, shall apply to or have any effect upon the liability
       of any director of the corporation for or with respect to any acts or
       omissions of such director occurring prior to such amendment, repeal, or
       adoption of any inconsistent provision.

       Article XII of the Company's bylaws reads as follows:

       ARTICLE XII - INDEMNIFICATION

       Any person, his heirs, executors, or administrators, may be indemnified
       or reimbursed by the Corporation for reasonable expenses actually
       incurred in connection with any action, suit, or proceeding, civil or
       criminal, to which he or they shall be made a party by reason of his
       being or having been a Director or Officer of the Corporation or of any
       firm, corporation, or organization which he served in any such capacity
       at the request of the Board of Directors of the Corporation as duly
       evidenced by resolution of such Board: Provided, however, that no
       person shall be so indemnified or reimbursed in relation to any matter
       in such action, suit or proceeding as to which he shall finally be
       adjudged to have been guilty of or liable for negligence or willful
       misconduct in the performance of his duties of the Corporation; and
       provided further, that no person shall be so indemnified or reimbursed
       in relation to any matter in such action, suit, or proceeding which has
       been made the subject of a compromise settlement except with the
       approval of a court of competent jurisdiction, or the holders of record
       of a majority of the whole number of the Directors. The foregoing right
       of indemnification or reimbursement shall not be exclusive of other
       rights to which such person, his heirs, executors, or administrators
       may be entitled as a matter of law.

                                        2
ITEM 8. EXHIBITS.

 4.1.  Articles of Incorporation of the Company (Incorporated by reference to
       Exhibit 3(a) to the Registrant's Annual Report on Form 10-K for the
       fiscal year ended January 31, 1989.)

 4.2.  Bylaws of the Company (Incorporated by reference to Exhibit 3(b) to the
       Registrant's Annual Report on Form 10-K for the fiscal year ended January
       31, 1989.)

 5.1.  Opinion of Maslon Edelman Borman & Brand, LLP

23.1.  Consent of Maslon Edelman Borman & Brand, LLP   (contained in Exhibit 5).

23.2.  Consent of PricewaterhouseCoopers LLP

ITEM 9. UNDERTAKINGS.

       The undersigned Registrant hereby undertakes:

       (1)    To file, during any period in which offers or sales are being
              made, a post-effective amendment to this registration statement;

              (i)    To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933 (the "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 and of the estimated maximum offering range may be
                     reflected in the form of prospectus filed with the
                     Commission pursuant to Rule 424(b) if, in the aggregate,
                     the changes in volume and price represent no more than 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;

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

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

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

       Insofar as indemnification for liabilities arising under the Act may be
       permitted to directors, officers and controlling persons of the
       Registrant pursuant to the foregoing provisions, or otherwise, the
       Registrant has been advised that, in the opinion of the Commission, such
       indemnification is against public policy as expressed in the Act and is,
       therefore, unenforceable. In the event that a claim for indemnification
       against such liabilities (other than the payment by the Registrant of
       expenses incurred or paid by a director, officer or controlling person of
       the Registrant in the successful defense of any action, suit or
       proceeding) is asserted by such director, officer or controlling person
       in connection with the securities being registered, the Registrant will,
       unless in the opinion of its counsel the matter has been settled by
       controlling precedent, submit to a court of

                                        3
appropriate jurisdiction the question whether such indemnification by it
       is against public policy as expressed in the Act and will be governed by
       the final adjudication of such issue.

                                   SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Sioux Falls, State of South Dakota on this 12th day of
July, 2000.

                             RAVEN INDUSTRIES, INC.
                              Registrant

                             By /s/ David A. Christensen
                               ---------------------------
                             Its President and CEO
                                --------------------------

       Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.

           NAME                             TITLE                      DATE
           ----                             -----                      ----

/s/ Conrad J. Hoigaard         Chairman of the Board               July 12, 2000
-----------------------------                                     --------------
      Conrad J. Hoigaard

/s/ David A. Christensen       President and Chief Executive       July 12, 2000
-----------------------------  Officer and Director               --------------
      David A. Christensen     (Principal Executive Officer)

/s/ Thomas Iacarella           Financial Officer, Vice President-  July 12, 2000
-----------------------------  Finance, Secretary and Treasurer   --------------
      Thomas Iacarella         (Principal Financial and
                               Accounting Officer)

/s/ Ronald M. Moquist          Executive Vice President and        July 12, 2000
-----------------------------  Director                           --------------
      Ronald M. Moquist

/s/ Anthony W. Bour            Director                            July 12, 2000
-----------------------------                                     --------------
      Anthony W. Bour

/s/ Thomas S. Everist          Director                            July 12, 2000
-----------------------------                                     --------------
      Thomas S. Everist

/s/ Mark E. Griffin            Director                            July 12, 2000
-----------------------------                                     --------------
      Mark E. Griffin

/s/ Kevin T. Kirby             Director                            July 12, 2000
-----------------------------                                     --------------
      Kevin T. Kirby

                                        4
EXHIBIT INDEX

Exhibit
No.      Description of Exhibit                                         Page No.
--------------------------------------------------------------------------------

 5.1.    Opinion of Maslon Edelman Borman & Brand, LLP
23.1.    Consent of Maslon Edelman Borman & Brand, LLP (contained
         in Exhibit 5.1)
23.2.    Consent of PricewaterhouseCoopers LLP

                                        5