<PAGE>



   As filed with the Securities and Exchange Commission on December 30, 1996.
                                             Registration No. 333-_____________

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

                                    FORM S-8
                             Registration Statement
                                    Under The
                             Securities Act of 1933
                          ____________________________

                        ONTRACK DATA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                41-1521650
        (State or other jurisdic-                     (I.R.S. Employer
          tion of incorporation                      Identification No.)
            or organization)

                                 6321 BURY DRIVE
                         EDEN PRAIRIE, MINNESOTA  55346
              (Address of Principal Executive Offices and zip code)

                          ____________________________

                        ONTRACK DATA INTERNATIONAL, INC.
                           1996 STOCK INCENTIVE PLAN,
                         NON-QUALIFIED STOCK OPTION PLAN
                                       AND
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)
                          ____________________________

                                  John M. Bujan
                        ONTRACK Data International, Inc.
                                 6321 Bury Drive
                          Eden Prairie, Minnesota 55346
                                 (612) 937-1107

                                    Copy to:

                               Martin R. Rosenbaum
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                             Minneapolis, MN  55402
                                 (612) 371-3211
                          ____________________________

<PAGE>

                         CALCULATION OF REGISTRATION FEE

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

                                     Proposed        Proposed
Title of                              Maximum         Maximum
Securities           Amount          Offering        Aggregate      Amount of
to be                 to be            Price         Offering     Registration
Registered         Registered        Per Share         Price           Fee


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

Common Stock,   1,544,076 shares(1)  $13.875(2)    $21,424,054(2)   $6,492.14
$.01 par value

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

(1)  Consists of (i) 1,000,000 shares to be issued under the 1996 Stock
     Incentive Plan, (ii) 294,076  shares to be issued under the Non-Qualified
     Stock Option Plan and (iii) 250,000 shares to be issued under the Employee
     Stock Purchase Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Company's Common Stock on the Nasdaq National Market on
     December 20, 1996.


                                     PART I

     Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.


<PAGE>

                                     PART II


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Prospectus of the Company dated October 21, 1996 filed pursuant to
          Rule 424(b) on October 23, 1996.

     (b)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          September 30, 1996.

     (c)  The description of the Company's Common Stock as set forth under Item
          1 to the Company's Form 8-A Registration Statement filed on September
          17, 1996, which incorporated the material set forth under DESCRIPTION
          OF CAPITAL STOCK in the Company's Registration Statement on Form SB-2
          filed with the Commission on August 21, 1996 (Registration No. 333-
          05470C), including any amendment or report filed for the purpose of
          updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.


     Section 5.1 of the Company's Bylaws provides as follows:

     No director shall be personally liable to the corporation or to its
     shareholders for monetary damages for any breach of fiduciary duty as a
     director, except to the extent such exemption from liability or limitation
     thereof is not permitted under the laws of the State of Minnesota as the
     same may exist or may hereafter be amended.  Any repeal or modification of
     the provisions of this Article shall not adversely affect any right or
     protection of a director of the corporation existing at the time of such
     repeal or modification.

     Any person who at any time shall serve or shall have served as a director,
     officer, or employee of the corporation, or of any other enterprise at the
     request of the corporation, and the heirs, executors and administrators of
     such person shall be indemnified by the corporation in accordance with, and
     to the fullest extent permitted by, the provisions of the Minnesota
     Business Corporation Act, as it may be amended from time to time.


                                        3

<PAGE>

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties, fines, including without limitation, excise taxes assessed against
such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organization, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.  In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.

     In addition, the Company has entered into indemnification agreements with
each of its directors and officers, which agreements provide for indemnification
to the full extent permitted by Minnesota law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The options that have been granted under the Plans were all granted to
employees, directors and consultants of the Company and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 8. EXHIBITS.

     EXHIBIT

     4.1  1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
          of the Company's Registration Statement on Form S-B2 as it became
          effective on October 21, 1996 Registration No. 333-05470C (the "Form
          SB-2")).

     4.2  Employee Stock Purchase Plan (incorporated by reference to Exhibit
          10.2 of the Form SB-2).

     4.3  Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
          10.3 of the Form SB-2)

     5.1  Opinion of Lindquist & Vennum P.L.L.P

     23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)


                                        4

<PAGE>

     23.2 Consent of Price Waterhouse LLP

     24.1 Power of Attorney (included on signature page)

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

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

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

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

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

     Provided, however, that paragraphs (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.

(h)  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


                                        5

<PAGE>

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.

                                        6

<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 Eden Prairie, State of Minnesota, on December 30,
1996.

                              ONTRACK DATA INTERNATIONAL, INC.


                              By      /s/  Michael W. Rogers
                                  ----------------------------------------------
                                  Michael W. Rogers
                                  Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     The undersigned officers and directors of ONTRACK Data International, Inc.
hereby constitute and appoint Michael W. Rogers and Thomas P. Skiba, or either
of them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for us
and in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
December 30, 1996 in the capacities indicated.

SIGNATURE


     /s/ Michael W. Rogers
----------------------------------------
Michael W. Rogers, Chairman and
Chief Executive Officer (Principal
Executive Officer) and Director


     /s/ Thomas P. Skiba
----------------------------------------
Thomas P. Skiba,
Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)


     /s/ John E. Pence
----------------------------------------
John E. Pence, President and Director


                                        7

<PAGE>



     /s/ Gary S. Stevens
----------------------------------------
Gary S. Stevens, Director


     /s/ Roger D. Shober
----------------------------------------
Roger D. Shober, Director


     /s/ Robert M. White
----------------------------------------
Robert M. White, Ph.D., Director


     /s/ Jacqueline C. Morby

----------------------------------------
Jacqueline C. Morby, Director


     /s/ Richard J. Runbeck
----------------------------------------
Richard J. Runbeck, Director


                                        8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17178}]
{"company-data": {"conformed-name": "ONTRACK DATA INTERNATIONAL INC", "cik": "0001022703", "assigned-sic": "7373", "irs-number": "411521650", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-18969", "film-number": "96687928"}, "business-address": {"street1": "6321 BURY DR", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55346", "phone": "6129371107"}, "mail-address": {"street1": "6312 BURY DRIVE", "city": "EDEN PAIRIE", "state": "MN", "zip": "55346"}}
As filed with the Securities and Exchange Commission on December 30, 1996.
                                             Registration No. 333-_____________

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

                                    FORM S-8
                             Registration Statement
                                    Under The
                             Securities Act of 1933
                          ____________________________

                        ONTRACK DATA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                MINNESOTA                                41-1521650
        (State or other jurisdic-                     (I.R.S. Employer
          tion of incorporation                      Identification No.)
            or organization)

                                 6321 BURY DRIVE
                         EDEN PRAIRIE, MINNESOTA  55346
              (Address of Principal Executive Offices and zip code)

                          ____________________________

                        ONTRACK DATA INTERNATIONAL, INC.
                           1996 STOCK INCENTIVE PLAN,
                         NON-QUALIFIED STOCK OPTION PLAN
                                       AND
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plans)
                          ____________________________

                                  John M. Bujan
                        ONTRACK Data International, Inc.
                                 6321 Bury Drive
                          Eden Prairie, Minnesota 55346
                                 (612) 937-1107

                                    Copy to:

                               Martin R. Rosenbaum
                           Lindquist & Vennum P.L.L.P.
                                 4200 IDS Center
                             Minneapolis, MN  55402
                                 (612) 371-3211
                          ____________________________
CALCULATION OF REGISTRATION FEE

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

                                     Proposed        Proposed
Title of                              Maximum         Maximum
Securities           Amount          Offering        Aggregate      Amount of
to be                 to be            Price         Offering     Registration
Registered         Registered        Per Share         Price           Fee

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

Common Stock,   1,544,076 shares(1)  $13.875(2)    $21,424,054(2)   $6,492.14
$.01 par value

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

(1)  Consists of (i) 1,000,000 shares to be issued under the 1996 Stock
     Incentive Plan, (ii) 294,076  shares to be issued under the Non-Qualified
     Stock Option Plan and (iii) 250,000 shares to be issued under the Employee
     Stock Purchase Plan.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Company's Common Stock on the Nasdaq National Market on
     December 20, 1996.

                                     PART I

     Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  The Prospectus of the Company dated October 21, 1996 filed pursuant to
          Rule 424(b) on October 23, 1996.

     (b)  The Quarterly Report of the Company on Form 10-Q for the quarter ended
          September 30, 1996.

     (c)  The description of the Company's Common Stock as set forth under Item
          1 to the Company's Form 8-A Registration Statement filed on September
          17, 1996, which incorporated the material set forth under DESCRIPTION
          OF CAPITAL STOCK in the Company's Registration Statement on Form SB-2
          filed with the Commission on August 21, 1996 (Registration No. 333-
          05470C), including any amendment or report filed for the purpose of
          updating such description.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.

     Section 5.1 of the Company's Bylaws provides as follows:

     No director shall be personally liable to the corporation or to its
     shareholders for monetary damages for any breach of fiduciary duty as a
     director, except to the extent such exemption from liability or limitation
     thereof is not permitted under the laws of the State of Minnesota as the
     same may exist or may hereafter be amended.  Any repeal or modification of
     the provisions of this Article shall not adversely affect any right or
     protection of a director of the corporation existing at the time of such
     repeal or modification.

     Any person who at any time shall serve or shall have served as a director,
     officer, or employee of the corporation, or of any other enterprise at the
     request of the corporation, and the heirs, executors and administrators of
     such person shall be indemnified by the corporation in accordance with, and
     to the fullest extent permitted by, the provisions of the Minnesota
     Business Corporation Act, as it may be amended from time to time.

                                        3
Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in their official capacity
as an officer, director, employee or agent of the corporation against judgments,
penalties, fines, including without limitation, excise taxes assessed against
such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organization, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.  In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.

     In addition, the Company has entered into indemnification agreements with
each of its directors and officers, which agreements provide for indemnification
to the full extent permitted by Minnesota law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

     The options that have been granted under the Plans were all granted to
employees, directors and consultants of the Company and were exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

ITEM 8. EXHIBITS.

     EXHIBIT

     4.1  1996 Stock Incentive Plan (incorporated by reference to Exhibit 10.1
          of the Company's Registration Statement on Form S-B2 as it became
          effective on October 21, 1996 Registration No. 333-05470C (the "Form
          SB-2")).

     4.2  Employee Stock Purchase Plan (incorporated by reference to Exhibit
          10.2 of the Form SB-2).

     4.3  Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
          10.3 of the Form SB-2)

     5.1  Opinion of Lindquist & Vennum P.L.L.P

     23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)

                                        4
23.2 Consent of Price Waterhouse LLP

     24.1 Power of Attorney (included on signature page)

ITEM 9. UNDERTAKINGS.

(a)  The undersigned registrant hereby undertakes:

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

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

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

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

     Provided, however, that paragraphs (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.

(h)  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

                                        5
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.

                                        6
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 Eden Prairie, State of Minnesota, on December 30,
1996.

                              ONTRACK DATA INTERNATIONAL, INC.

                              By      /s/  Michael W. Rogers
                                  ----------------------------------------------
                                  Michael W. Rogers
                                  Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     The undersigned officers and directors of ONTRACK Data International, Inc.
hereby constitute and appoint Michael W. Rogers and Thomas P. Skiba, or either
of them, with power to act one without the other, our true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution, for us
and in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
December 30, 1996 in the capacities indicated.

SIGNATURE

     /s/ Michael W. Rogers
----------------------------------------
Michael W. Rogers, Chairman and
Chief Executive Officer (Principal
Executive Officer) and Director

     /s/ Thomas P. Skiba
----------------------------------------
Thomas P. Skiba,
Vice President and Chief
Financial Officer (Principal Financial
and Accounting Officer)

     /s/ John E. Pence
----------------------------------------
John E. Pence, President and Director

                                        7
/s/ Gary S. Stevens
----------------------------------------
Gary S. Stevens, Director

     /s/ Roger D. Shober
----------------------------------------
Roger D. Shober, Director

     /s/ Robert M. White
----------------------------------------
Robert M. White, Ph.D., Director

     /s/ Jacqueline C. Morby

----------------------------------------
Jacqueline C. Morby, Director

     /s/ Richard J. Runbeck
----------------------------------------
Richard J. Runbeck, Director

                                        8