<PAGE>   1



 As filed with the Securities and Exchange Commission on May 26, 2000
                                                     Registration No. 333-
                                                                          ------
================================================================================

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

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

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

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

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


              DELAWARE                                  41-1228350
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
         of incorporation)


  DAIN RAUSCHER PLAZA, 60 SOUTH SIXTH STREET, MINNEAPOLIS, MINNESOTA 55402-4422
               (Address of principal executive offices)              (Zip Code)


           DAIN RAUSCHER CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

          Carla J. Smith
   Secretary and General Counsel      Copy to:    Robert A. Rosenbaum, Esq.
     Dain Rauscher Corporation                     Dorsey & Whitney LLP
        Dain Rauscher Plaza                        Pillsbury Center South
       60 South Sixth Street                       220 South Sixth Street
Minneapolis, Minnesota  55402-4422           Minneapolis, Minnesota  55402-1498
          (612) 371-2711                              (612) 340-5681

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


============================================================================================================================
                                                              PROPOSED                   PROPOSED              AMOUNT OF
      TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING PRICE        MAXIMUM AGGREGATE       REGISTRATION
       TO BE REGISTERED              REGISTERED             PER SHARE(1)             OFFERING PRICE(1)            FEE
<S>                               <C>                 <C>                           <C>                      <C>
 Common Stock, $.125 par value     500,000 shares            $58.21875                  $29,109,375              $7685
============================================================================================================================
</TABLE>


(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and 457(h)(1). The proposed maximum
         aggregate offering price is based upon the average of the high and low
         prices of the Common Stock on the New York Stock Exchange as reported
         in the consolidated transaction reporting system on May 25, 2000.






<PAGE>   2



                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:

         -    our annual report on Form 10-K for the fiscal year ended December
              31, 1999;

         -    our quarterly report on Form 10-Q for the quarter ended March 31,
              2000; and

         -    the description of our common stock contained in any of our
              registration statements filed under the Securities Exchange Act
              of 1934, as amended, and any amendment or report filed for the
              purpose of updating the description.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment indicating that all
securities offered by this registration statement have been sold, or
deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates 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.

         Section 145 of the Delaware General Corporation Law, as amended,
provides that under certain circumstances, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         Article SEVENTH of the Company's Restated Certificate of Incorporation
provides, in effect, that persons serving as officers and directors of the
Company or of another corporation at the request of the Company shall be
entitled to be indemnified by the Company to the extent permitted by Section 145
of the Delaware General Corporation Law, as amended.

         Article TWELFTH of the Company's Restated Certificate of Incorporation
provides that a director shall have no personal liability to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under the Delaware statutory provision making directors personally liable for
unlawful payment of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the directors derived an improper personal
benefit.

         The Company has purchased directors' and officers' liability insurance,
including a Company






                                      II-1

<PAGE>   3


reimbursement policy. Subject to the policy conditions, the insurance
provides coverage for amounts payable by the Company to its directors and
officers pursuant to the Company's charter documents. In addition, the Company
has entered into indemnification agreements with its directors and executive
officers contractually obligating the Company to, among other things, maintain
the same level of such insurance coverage as was being provided at the time of
execution of such agreements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.

         4.2      Rights Agreement dated April 30, 1997 (incorporated by
                  reference to the registrant's registration statement on Form
                  8-A dated May 1, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

         24.1     Power of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
         not apply if 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 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.



                                      II-2

<PAGE>   4


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

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

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





                                      II-3


<PAGE>   5


                                   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, State of Minnesota, on May 26, 2000.



                      DAIN RAUSCHER CORPORATION


                      By:  /S/ David J. Parrin
                           ----------------------------------------
                           David J. Parrin
                           Executive Vice President and Chief Financial Officer



         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 26, 2000.




<TABLE>
<CAPTION>
Signature                               Title
---------                               -----
<S>                                     <C>
     /S/ Irving Weiser
-------------------------------         Chairman of the Board, President and Chief
Irving Weiser                           Executive Officer (principal executive officer) and
                                        Director

     /s/ David J. Parrin
-------------------------------         Executive Vice President and Chief Financial
David J. Parrin                         Officer (principal financial and accounting officer)

     /s/ Daniel J. Collins
-------------------------------         Senior Vice President and Controller
Daniel J. Collins


          *
-------------------------------         Director
J. Evans Attwell


          *
------------------------------          Director
Susan S. Boren


          *
------------------------------          Director
F. Gregory Fitz-Gerald
</TABLE>







                                      II-4


<PAGE>   6







          *
------------------------------          Director
Walter F. Mondale


          *
------------------------------          Director
C.A. Rundell, Jr.


          *
------------------------------          Director
Robert L. Ryan


          *
------------------------------          Director
Arthur R. Schulze, Jr.



          *
------------------------------          Director
Kenneth J. Wessels



* By:   /s/ Paula H. Phillippe
     ---------------------------------------
     Paula H. Phillippe, Attorney-in-Fact






                                      II-5

<PAGE>   7





                                  EXHIBIT INDEX

         4.1      Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.

         4.2      Rights Agreement dated April 30, 1997 (incorporated by
                  reference to the registrant's registration statement on
                  Form 8-A dated May 1, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

         24.1     Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16053}]
{"company-data": {"conformed-name": "DAIN RAUSCHER CORP", "cik": "0000050916", "assigned-sic": "6211", "irs-number": "411228350", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37942", "film-number": "644659"}, "business-address": {"street1": "DAIN BOSWORTH PLAZA", "street2": "60 SOUTH SIXTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123717750"}, "former-company": [{"former-conformed-name": "INTERRA FINANCIAL INC", "date-changed": "19970210"}, {"former-conformed-name": "INTER REGIONAL FINANCIAL GROUP INC", "date-changed": "19920703"}, {"former-conformed-name": "DAIN KALMAN & CO INC", "date-changed": "19680207"}]}
1

 As filed with the Securities and Exchange Commission on May 26, 2000
                                                     Registration No. 333-
                                                                          ------
================================================================================

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

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

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

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

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

              DELAWARE                                  41-1228350
   (State or other jurisdiction            (I.R.S. Employer Identification No.)
         of incorporation)

  DAIN RAUSCHER PLAZA, 60 SOUTH SIXTH STREET, MINNEAPOLIS, MINNESOTA 55402-4422
               (Address of principal executive offices)              (Zip Code)

           DAIN RAUSCHER CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

          Carla J. Smith
   Secretary and General Counsel      Copy to:    Robert A. Rosenbaum, Esq.
     Dain Rauscher Corporation                     Dorsey & Whitney LLP
        Dain Rauscher Plaza                        Pillsbury Center South
       60 South Sixth Street                       220 South Sixth Street
Minneapolis, Minnesota  55402-4422           Minneapolis, Minnesota  55402-1498
          (612) 371-2711                              (612) 340-5681

 (Name, address and telephone number, including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
============================================================================================================================
                                                              PROPOSED                   PROPOSED              AMOUNT OF
      TITLE OF SECURITIES           AMOUNT TO BE       MAXIMUM OFFERING PRICE        MAXIMUM AGGREGATE       REGISTRATION
       TO BE REGISTERED              REGISTERED             PER SHARE(1)             OFFERING PRICE(1)            FEE
Common Stock, $.125 par value     500,000 shares            $58.21875                  $29,109,375              $7685
============================================================================================================================
(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance with Rule 457(c) and 457(h)(1). The proposed maximum
         aggregate offering price is based upon the average of the high and low
         prices of the Common Stock on the New York Stock Exchange as reported
         in the consolidated transaction reporting system on May 25, 2000.
2

                                    PART II.
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents that we have filed with the Securities and
Exchange Commission are incorporated by reference into this registration
statement:

         -    our annual report on Form 10-K for the fiscal year ended December
              31, 1999;

         -    our quarterly report on Form 10-Q for the quarter ended March 31,
              2000; and

         -    the description of our common stock contained in any of our
              registration statements filed under the Securities Exchange Act
              of 1934, as amended, and any amendment or report filed for the
              purpose of updating the description.

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this registration statement
and prior to the filing of a post-effective amendment indicating that all
securities offered by this registration statement have been sold, or
deregistering all securities remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part of
this registration statement from the respective dates 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.

         Section 145 of the Delaware General Corporation Law, as amended,
provides that under certain circumstances, a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         Article SEVENTH of the Company's Restated Certificate of Incorporation
provides, in effect, that persons serving as officers and directors of the
Company or of another corporation at the request of the Company shall be
entitled to be indemnified by the Company to the extent permitted by Section 145
of the Delaware General Corporation Law, as amended.

         Article TWELFTH of the Company's Restated Certificate of Incorporation
provides that a director shall have no personal liability to the Company or its
stockholders for monetary damages for a breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law, (iii)
under the Delaware statutory provision making directors personally liable for
unlawful payment of dividends or unlawful stock repurchases or redemptions, or
(iv) for any transaction from which the directors derived an improper personal
benefit.

         The Company has purchased directors' and officers' liability insurance,
including a Company

                                      II-1
3

reimbursement policy. Subject to the policy conditions, the insurance
provides coverage for amounts payable by the Company to its directors and
officers pursuant to the Company's charter documents. In addition, the Company
has entered into indemnification agreements with its directors and executive
officers contractually obligating the Company to, among other things, maintain
the same level of such insurance coverage as was being provided at the time of
execution of such agreements.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         4.1      Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.

         4.2      Rights Agreement dated April 30, 1997 (incorporated by
                  reference to the registrant's registration statement on Form
                  8-A dated May 1, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

         24.1     Power of Attorney.

ITEM 9.  UNDERTAKINGS.

         (a)  The undersigned registrant hereby undertakes:

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

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

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in the registration
                  statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Securities and Exchange
                  Commission pursuant to Rule 424(b) if, in the aggregate, the
                  changes in volume and price represent no more than a 20%
                  change in the maximum aggregate offering price set forth in
                  the "Calculation of Registration Fee" table in the effective
                  registration statement; and

                           (iii) To include any material information with
                  respect to the plan of distribution not previously disclosed
                  in the registration statement or any material change to such
                  information in the registration statement;

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
         not apply if 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 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.

                                      II-2
4

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

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

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

                                      II-3
5

                                   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, State of Minnesota, on May 26, 2000.

                      DAIN RAUSCHER CORPORATION

                      By:  /S/ David J. Parrin
                           ----------------------------------------
                           David J. Parrin
                           Executive Vice President and Chief Financial Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on May 26, 2000.
Signature                               Title
---------                               -----
/S/ Irving Weiser
-------------------------------         Chairman of the Board, President and Chief
Irving Weiser                           Executive Officer (principal executive officer) and
                                        Director

     /s/ David J. Parrin
-------------------------------         Executive Vice President and Chief Financial
David J. Parrin                         Officer (principal financial and accounting officer)

     /s/ Daniel J. Collins
-------------------------------         Senior Vice President and Controller
Daniel J. Collins

          *
-------------------------------         Director
J. Evans Attwell

          *
------------------------------          Director
Susan S. Boren

          *
------------------------------          Director
F. Gregory Fitz-Gerald
II-4
6

          *
------------------------------          Director
Walter F. Mondale

          *
------------------------------          Director
C.A. Rundell, Jr.

          *
------------------------------          Director
Robert L. Ryan

          *
------------------------------          Director
Arthur R. Schulze, Jr.

          *
------------------------------          Director
Kenneth J. Wessels

* By:   /s/ Paula H. Phillippe
     ---------------------------------------
     Paula H. Phillippe, Attorney-in-Fact

                                      II-5
7

                                  EXHIBIT INDEX

         4.1      Dain Rauscher Corporation 2000 Employee Stock Purchase Plan.

         4.2      Rights Agreement dated April 30, 1997 (incorporated by
                  reference to the registrant's registration statement on
                  Form 8-A dated May 1, 1997).

         5.1      Opinion of Dorsey & Whitney LLP.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Dorsey & Whitney LLP (contained in Exhibit 5.1 to
                  this registration statement).

         24.1     Power of Attorney.