As filed with the Securities and Exchange Commission on November 19, 2003

                                                     Registration No. 333-______

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

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

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

                        WITS BASIN PRECIOUS MINERALS INC.
             (Exact name of registrant as specified in its charter)

<TABLE>

<S>                                <C>                               <C>
         MINNESOTA                                                        84-1236619
(State or other jurisdiction of    800 Nicollet Mall, Suite 2690       (I.R.S. Employer
 Incorporation or organization)     Minneapolis, Minnesota 55402      Identification No.)
                                      Telephone (612) 664-0570
                                      Facsimile (612) 338-7332
                              (Address of principal executive offices)
</TABLE>

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

                         2000 DIRECTOR STOCK OPTION PLAN
                         2003 DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plans)
                         -------------------------------

                                  Mark D. Dacko
                             Chief Financial Officer
                        Wits Basin Precious Minerals Inc.
                         800 Nicollet Avenue, Suite 2690
                          Minneapolis, Minnesota 55402
                            Telephone (612) 664-0570
                     (Name and address of agent for service)

                                    Copy to:

                             William M. Mower, Esq.
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 642-8358
                      ------------------------------------

<TABLE>
<CAPTION>
                                              CALCULATION OF REGISTRATION FEE
============================================ =================== =================== ===================== ====================
                                                                    Proposed
                                              Proposed Maximum       Maximum
                 Title of                       Amount to be      Offering Price         Aggregate             Amount of
        Securities to be Registered            Registered (1)     Per Share (2)      Offering Price (2)    Registration Fee
-------------------------------------------- ------------------- ------------------- --------------------- --------------------
<S>                                              <C>                   <C>                <C>                    <C>
Common Stock, par value $.01 per share           3,000,000             $1.375             $4,125,000             $333.71
============================================ =================== =================== ===================== ====================
</TABLE>


(1)      Includes  1,000,000  shares offered pursuant to the 2000 Director Stock
         Option Plan and 2,000,000  shares offered pursuant to the 2003 Director
         Stock Option Plan.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the  Registrant's  Common  Stock on  November  14,  2003,  as
         reported on the OTC bulletin board.


<PAGE>

                                     PART I

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  registration  statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
registration  statement will be sent or given to eligible employees as specified
in Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission either
as  part  of  this  registration  statement  or as  prospectuses  or  prospectus
supplements pursuant to Rule 424 promulgated under the Securities Act.



                                       1
<PAGE>

                                     PART II

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference herein:

         (a)      Annual Report on Form 10-K for the fiscal year ended  December
                  31, 2002 filed on March 31, 2003;

         (b)      Quarterly  Reports on Form 10-Q for the  quarters  ended March
                  31, 2003,  June 30, 2003 and  September  30, 2003 filed on May
                  13, 2003, August 13, 2003, and November 12, 2003, respectively
                  and  Amendment  to  Quarterly  Report on Form  10-Q/A  for the
                  quarter ended June 30, 2003 and filed on August 18, 2003;

         (c)      Current Report on Form 8-K dated October 24, 2003 and filed on
                  October 31, 2003; and

         (d)      The  description  of  capital  stock as set  forth on Form 8-A
                  filed on August 22, 2001.

         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, 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Under Article 6 of the Registrant's Bylaws, the Registrant  indemnifies
its directors and officers to the fullest extent permitted by Minnesota Statutes
Section 302A.521. Section 302A.521 requires the Registrant 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 the  Registrant,
against judgments,  penalties, fines, including without limitation, excise taxes
assessed   against  the  person  with  respect  to  an  employee  benefit  plan,
settlement,   and   reasonable   expenses,   including   attorneys'   fees   and
disbursements,  if,  with  respect  to the  acts  or  omissions  of  the  person
complained of in the  proceeding,  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 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;  and (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


                                       2
<PAGE>

interests  of the  Registrant,  or in the  case of  performance  by a  director,
officer,  employee or agent of the Registrant as a director,  officer,  partner,
trustee,  employee or agent of another  organization  or employee  benefit plan,
reasonably  believed  that the conduct was not opposed to the best  interests of
the Registrant.  In addition,  Section 302A.521, subd. 3 requires payment by the
Registrant,  upon written  request,  of reasonable  expenses in advance of final
disposition in certain instances.  A decision as to required  indemnification is
made by a majority of the disinterested  Board of Directors present at a meeting
at which a  disinterested  quorum is present,  or by a  designated  committee of
disinterested   directors,  by  special  legal  counsel,  by  the  disinterested
shareholders,  or by a court. Insofar as indemnification for liabilities arising
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") may be
permitted to directors,  officers or persons controlling the Registrant pursuant
to the  foregoing  provisions,  the  Registrant  has been  informed  that in the
opinion of the  Commission,  such  indemnification  is against  public policy as
expressed in the Securities Act, and is therefore unenforceable.  The Registrant
also maintains a director and officer  insurance policy to cover the Registrant,
its directors and its officers against certain liabilities.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

Item 8.  Exhibits.
-----------------

     Exhibit                                    Description
     -------                                    -----------

         4.1      Wits Basin  Precious  Minerals Inc. 2000 Director Stock Option
                  Plan, as amended

         4.2      Wits Basin  Precious  Minerals Inc. 2003 Director Stock Option
                  Plan

         5.1      Opinion  of  Maslon  Edelman  Borman  &  Brand,  LLP as to the
                  legality of the securities being registered

         23.1     Consent of Virchow, Krause & Company, LLP

         23.2     Consent of Maslon  Edelman  Borman & Brand,  LLP  (included in
                  Exhibit 5.1)

         24.1     Power of Attorney (included on signature page hereof)

Item 9.  Undertakings.
---------------------

(a) The undersigned registrant hereby undertakes:

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

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (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;



                                      II-2
<PAGE>

         Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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  connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Minneapolis and the State of Minnesota,  on the 18th
day of November, 2003.

                                            WITS BASIN PRECIOUS MINERALS, INC.


                                            By: /s/ Mark D. Dacko
                                                -------------------------------
                                                Mark D. Dacko
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below  hereby  constitutes  and  appoints  Mark D.  Dacko as his true and lawful
attorney-in-fact  and agent, with full power of substitution,  to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary  to be done in  order  to file  all  amendments  to this  Registration
Statement  and any and  all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.

         The undersigned  also grants to said  attorney-in-fact,  full power and
authority  to do and perform any and all acts  necessary  or  incidental  to the
performance and execution of the powers herein expressly granted.  This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.

         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:

<TABLE>
<CAPTION>
Name                                             Title                                                  Date
----                                             -----                                                  ----
<S>                                                                                                     <C>
/s/ H. Vance White                               Chairman of the Board and Chief Executive Officer      November 18, 2003
------------------------------------------       (Principal Executive Officer)
H. Vance White

/s/ Mark D. Dacko                                Chief Financial Officer, Controller, Secretary and     November 18, 2003
------------------------------------------       Director (Principal Financial and Accounting
Mark D. Dacko                                    Officer)

/s/ Zoran Arandjelovic                           Director                                               November 19, 2003
------------------------------------------
Zoran Arandjelovic
/s/ Walter E. Brooks                             Director                                               November 18, 2003
------------------------------------------
Walter E. Brooks
/s/ Michael Pickens                              Director                                               November 19, 2003
------------------------------------------
Michael Pickens
/s/ Norman D. Lowenthal                          Director                                               November 19, 2003
------------------------------------------
Norman D. Lowenthal
</TABLE>


                                      II-4
<PAGE>



                                INDEX TO EXHIBITS

     Exhibit                               Description
     -------                               -----------

         4.1      Wits Basin  Precious  Minerals Inc. 2000 Director Stock Option
                  Plan, as amended

         4.2      Wits Basin  Precious  Minerals Inc. 2003 Director Stock Option
                  Plan

         5.1      Opinion  of  Maslon  Edelman  Borman  &  Brand,  LLP as to the
                  legality of the securities being registered

         23.1     Consent of Virchow, Krause & Company, LLP
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 19163}]
{"company-data": {"conformed-name": "WITS BASIN PRECIOUS MINERALS INC", "cik": "0000912875", "assigned-sic": "5531", "irs-number": "841236619", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110590", "film-number": "031012501"}, "business-address": {"street1": "800 NICOLLET MALL", "street2": "SUITE 2690", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "(612)664-0570"}, "mail-address": {"street1": "800 NICOLLET MALL", "street2": "SUITE 2690", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "former-company": [{"former-conformed-name": "ACTIVE IQ TECHNOLOGIES INC", "date-changed": "20010702"}, {"former-conformed-name": "METEOR INDUSTRIES INC", "date-changed": "19960313"}]}
As filed with the Securities and Exchange Commission on November 19, 2003

                                                     Registration No. 333-______

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

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

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

                        WITS BASIN PRECIOUS MINERALS INC.
             (Exact name of registrant as specified in its charter)
MINNESOTA                                                        84-1236619
(State or other jurisdiction of    800 Nicollet Mall, Suite 2690       (I.R.S. Employer
 Incorporation or organization)     Minneapolis, Minnesota 55402      Identification No.)
                                      Telephone (612) 664-0570
                                      Facsimile (612) 338-7332
                              (Address of principal executive offices)
-------------------------------

                         2000 DIRECTOR STOCK OPTION PLAN
                         2003 DIRECTOR STOCK OPTION PLAN
                            (Full title of the Plans)
                         -------------------------------

                                  Mark D. Dacko
                             Chief Financial Officer
                        Wits Basin Precious Minerals Inc.
                         800 Nicollet Avenue, Suite 2690
                          Minneapolis, Minnesota 55402
                            Telephone (612) 664-0570
                     (Name and address of agent for service)

                                    Copy to:

                             William M. Mower, Esq.
                       Maslon Edelman Borman & Brand, LLP
                             3300 Wells Fargo Center
                               90 South 7th Street
                          Minneapolis, Minnesota 55402
                            Telephone: (612) 672-8200
                            Facsimile: (612) 642-8358
                      ------------------------------------
CALCULATION OF REGISTRATION FEE
============================================ =================== =================== ===================== ====================
                                                                    Proposed
                                              Proposed Maximum       Maximum
                 Title of                       Amount to be      Offering Price         Aggregate             Amount of
        Securities to be Registered            Registered (1)     Per Share (2)      Offering Price (2)    Registration Fee
-------------------------------------------- ------------------- ------------------- --------------------- --------------------
Common Stock, par value $.01 per share           3,000,000             $1.375             $4,125,000             $333.71
============================================ =================== =================== ===================== ====================
(1)      Includes  1,000,000  shares offered pursuant to the 2000 Director Stock
         Option Plan and 2,000,000  shares offered pursuant to the 2003 Director
         Stock Option Plan.

(2)      Estimated  solely for the purpose of determining the  registration  fee
         pursuant to Rule 457(c) and (h) and based upon the average low and high
         prices of the  Registrant's  Common  Stock on  November  14,  2003,  as
         reported on the OTC bulletin board.
PART I

         As permitted by the rules of the  Securities  and Exchange  Commission,
this  registration  statement omits the information  specified in Part I of Form
S-8.  The  documents  containing  the  information  specified  in Part I of this
registration  statement will be sent or given to eligible employees as specified
in Rule 428(b)  promulgated  under the  Securities  Act of 1933, as amended (the
"Securities Act"). Such documents are not being filed with the Commission either
as  part  of  this  registration  statement  or as  prospectuses  or  prospectus
supplements pursuant to Rule 424 promulgated under the Securities Act.

                                       1
PART II

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference herein:

         (a)      Annual Report on Form 10-K for the fiscal year ended  December
                  31, 2002 filed on March 31, 2003;

         (b)      Quarterly  Reports on Form 10-Q for the  quarters  ended March
                  31, 2003,  June 30, 2003 and  September  30, 2003 filed on May
                  13, 2003, August 13, 2003, and November 12, 2003, respectively
                  and  Amendment  to  Quarterly  Report on Form  10-Q/A  for the
                  quarter ended June 30, 2003 and filed on August 18, 2003;

         (c)      Current Report on Form 8-K dated October 24, 2003 and filed on
                  October 31, 2003; and

         (d)      The  description  of  capital  stock as set  forth on Form 8-A
                  filed on August 22, 2001.

         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, 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 a part hereof from the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Under Article 6 of the Registrant's Bylaws, the Registrant  indemnifies
its directors and officers to the fullest extent permitted by Minnesota Statutes
Section 302A.521. Section 302A.521 requires the Registrant 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 the  Registrant,
against judgments,  penalties, fines, including without limitation, excise taxes
assessed   against  the  person  with  respect  to  an  employee  benefit  plan,
settlement,   and   reasonable   expenses,   including   attorneys'   fees   and
disbursements,  if,  with  respect  to the  acts  or  omissions  of  the  person
complained of in the  proceeding,  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 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;  and (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

                                       2
interests  of the  Registrant,  or in the  case of  performance  by a  director,
officer,  employee or agent of the Registrant as a director,  officer,  partner,
trustee,  employee or agent of another  organization  or employee  benefit plan,
reasonably  believed  that the conduct was not opposed to the best  interests of
the Registrant.  In addition,  Section 302A.521, subd. 3 requires payment by the
Registrant,  upon written  request,  of reasonable  expenses in advance of final
disposition in certain instances.  A decision as to required  indemnification is
made by a majority of the disinterested  Board of Directors present at a meeting
at which a  disinterested  quorum is present,  or by a  designated  committee of
disinterested   directors,  by  special  legal  counsel,  by  the  disinterested
shareholders,  or by a court. Insofar as indemnification for liabilities arising
under the  Securities  Act of 1933,  as amended  (the  "Securities  Act") may be
permitted to directors,  officers or persons controlling the Registrant pursuant
to the  foregoing  provisions,  the  Registrant  has been  informed  that in the
opinion of the  Commission,  such  indemnification  is against  public policy as
expressed in the Securities Act, and is therefore unenforceable.  The Registrant
also maintains a director and officer  insurance policy to cover the Registrant,
its directors and its officers against certain liabilities.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

Item 8.  Exhibits.
-----------------

     Exhibit                                    Description
     -------                                    -----------

         4.1      Wits Basin  Precious  Minerals Inc. 2000 Director Stock Option
                  Plan, as amended

         4.2      Wits Basin  Precious  Minerals Inc. 2003 Director Stock Option
                  Plan

         5.1      Opinion  of  Maslon  Edelman  Borman  &  Brand,  LLP as to the
                  legality of the securities being registered

         23.1     Consent of Virchow, Krause & Company, LLP

         23.2     Consent of Maslon  Edelman  Borman & Brand,  LLP  (included in
                  Exhibit 5.1)

         24.1     Power of Attorney (included on signature page hereof)

Item 9.  Undertakings.
---------------------

(a) The undersigned registrant hereby undertakes:

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

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the registration statement;

                  (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;

                                      II-2
Provided,  however,  that  paragraphs  (a)(1)(i) and  (a)(1)(ii) do not
apply if the  registration  statement is on Form S-3,  Form S-8 or Form F-3, and
the information  required to be included in a post-effective  amendment by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers, and controlling persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the 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  connected with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Minneapolis and the State of Minnesota,  on the 18th
day of November, 2003.

                                            WITS BASIN PRECIOUS MINERALS, INC.

                                            By: /s/ Mark D. Dacko
                                                -------------------------------
                                                Mark D. Dacko
                                                Chief Financial Officer

                                POWER OF ATTORNEY

         Each person whose  signature  to this  Registration  Statement  appears
below  hereby  constitutes  and  appoints  Mark D.  Dacko as his true and lawful
attorney-in-fact  and agent, with full power of substitution,  to sign on his or
her behalf individually and in the capacity stated below and to perform any acts
necessary  to be done in  order  to file  all  amendments  to this  Registration
Statement  and any and  all  instruments  or  documents  filed  as part of or in
connection with this Registration  Statement or the amendments  thereto and each
of the undersigned does hereby ratify and confirm all that said attorney-in-fact
and agent, or his substitutes, shall do or cause to be done by virtue hereof.

         The undersigned  also grants to said  attorney-in-fact,  full power and
authority  to do and perform any and all acts  necessary  or  incidental  to the
performance and execution of the powers herein expressly granted.  This Power of
Attorney shall remain in effect until revoked in writing by the undersigned.

         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:
Name                                             Title                                                  Date
----                                             -----                                                  ----
/s/ H. Vance White                               Chairman of the Board and Chief Executive Officer      November 18, 2003
------------------------------------------       (Principal Executive Officer)
H. Vance White

/s/ Mark D. Dacko                                Chief Financial Officer, Controller, Secretary and     November 18, 2003
------------------------------------------       Director (Principal Financial and Accounting
Mark D. Dacko                                    Officer)

/s/ Zoran Arandjelovic                           Director                                               November 19, 2003
------------------------------------------
Zoran Arandjelovic
/s/ Walter E. Brooks                             Director                                               November 18, 2003
------------------------------------------
Walter E. Brooks
/s/ Michael Pickens                              Director                                               November 19, 2003
------------------------------------------
Michael Pickens
/s/ Norman D. Lowenthal                          Director                                               November 19, 2003
------------------------------------------
Norman D. Lowenthal
II-4
INDEX TO EXHIBITS

     Exhibit                               Description
     -------                               -----------

         4.1      Wits Basin  Precious  Minerals Inc. 2000 Director Stock Option
                  Plan, as amended

         4.2      Wits Basin  Precious  Minerals Inc. 2003 Director Stock Option
                  Plan

         5.1      Opinion  of  Maslon  Edelman  Borman  &  Brand,  LLP as to the
                  legality of the securities being registered

         23.1     Consent of Virchow, Krause & Company, LLP