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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                              Electro-Sensors, Inc.
             (Exact Name of Registrant as Specified in its Charter)


        Minnesota                                             41-0943459
 (State or Other Juris-                                     (I.R.S. Employer
 diction of Incorporation                                Identification Number)
   or Organization)


                             6111 Blue Circle Drive
                           Minnetonka, Minnesota 55343
              (Address of Principal Executive Office and Zip Code)



                  Electro-Sensors, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)

                           Bradley D. Slye, President
                              Electro-Sensors, Inc.
                             6111 Blue Circle Drive
                           Minnetonka, Minnesota 55343
                                 (612) 930-0100
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                                Timothy M. Heaney
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================

                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
<S>                         <C>                       <C>                  <C>                      <C>

  Options to Purchase
Common Stock under the
       1997 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1997 Plan
                            300,000 shares             $4.125               $1,237,500               $365.06
                                                                                                      ------
        TOTAL:
                                                                                                     $365.06
======================== ====================== ====================== ====================== ======================


</TABLE>


(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on March 24, 1998.




<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's  latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities  Exchange
                           Act of 1934,  or  either  (I) the  latest  prospectus
                           filed  pursuant to Rule 424(b)  under the  Securities
                           Act  of  1933   that   contains   audited   financial
                           statements  for the  Registrant's  latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the  Securities  Exchange Act
                           of 1934 containing  audited financial  statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed  pursuant to Section 13(a) or
                           15(d) of the  Securities  Exchange  Act of 1934 since
                           the end of the fiscal year covered by the  Registrant
                           document referred to in (a) above;

                  (c)      If  the  class  of   securities   to  be  offered  is
                           registered   under  Section  12  of  the   Securities
                           Exchange Act of 1934,  the  description of such class
                           of securities  contained in a registration  statement
                           filed  under such Act,  including  any  amendment  or
                           report  filed  for  the  purpose  of  updating   such
                           description.

     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 such 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 Minnesota  corporate law, a corporation  shall,  unless prohibited or
limited by its Articles of  Incorporation  or Bylaws,  indemnify its  directors,

<PAGE>

officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements  incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director,  officer,  employee or agent of the  corporation if generally,  with
respect to the acts or omissions of the person  complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit;  (iv) in the case of a criminal proceeding,  had no reasonable
cause to believe the conduct  was  unlawful;  and (v)  reasonably  believed  the
conduct  was  in  the  best  interests  of  the   corporation   or,  in  certain
circumstances,  reasonably believed that the conduct was not opposed to the best
interests of the  corporation.  Minnesota  corporate  law also  provides  that a
corporation  may purchase and  maintain  insurance on behalf of any  indemnified
party against any  liability  asserted  against such person,  whether or not the
corporation  would have been required to indemnify the person against  liability
under the provisions of Minnesota  corporate law. The  Registrant's  Articles of
Incorporation  and Bylaws do not limit the Registrant's  obligation to indemnify
such persons.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any  breach of the duty of loyalty to the  Registrant  or its  shareholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a  knowing  violation  of law,  (iii)  dividends  or other  distributions  of
corporate assets that are in  contravention of certain  statutory or contractual
restrictions,  (iv) violations of certain  Minnesota  securities laws or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  5        Opinion and Consent of Fredrikson & Byron,  P.A.
                           relating to the legality of securities
                           under the 1997 Stock Option Plan.

                  23.1     Consent of Fredrikson & Byron, P.A.  --  included in
                           their opinion filed as Exhibit 5.

                  23.2     Consent of Schweitzer Rubin Karon & Bremer.

                  24       Power of Attorney from certain directors.

<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  the  aggregate,
                                    represents  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;

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

<PAGE>

                  (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 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 Act and will be
                  governed by final adjudication of such issue.


                                   SIGNATURES

     The Registrant. 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 Minnetonka and State of Minnesota,  on the 26th
day of March, 1998.


                                       ELECTRO-SENSORS, INC.
                                       (the "Registrant")



                                       By  /s/ Bradley D. Slye
                                          Bradley D. Slye
                                          President

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

                               (Power of Attorney)

     Each of the undersigned  constitutes and appoints  Bradley D. Slye and Mark
D. Laumann his true and lawful  attorney-in-fact  and agent,  each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all capacities,  to sign the Form S-8  Registration

<PAGE>

Statement of  Electro-Sensors,  Inc. relating to the Company's 1997 Stock Option
Plan and any or all  amendments  or  post-effective  amendments  to the Form S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.


   Signature                  Title                                  Date


/s/ Bradley D. Slye           Chairman of the Board and          March 26, 1998
Bradley D. Slye               President (principal executive
                              officer)

/s/ Mark D. Laumann           Treasurer and Director (principal  March 26, 1998
Mark D. Laumann               financial and accounting officer)


/s/ Peter R. Peterson          Director                          March 26, 1998
Peter R. Peterson


/s/ John S. Strom              Director                          March 26, 1998
John S. Strom


/s/ Joseph A. Marino           Director                          March 26, 1998
Joseph A. Marino





<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                              ELECTRO-SENSORS, INC.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number                              Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18518}]
{"company-data": {"conformed-name": "ELECTRO SENSORS INC", "cik": "0000351789", "assigned-sic": "3823", "irs-number": "410943459", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48995", "film-number": "98583396"}, "business-address": {"street1": "6111 BLUE CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343-9108", "phone": "6129300100"}, "mail-address": {"street1": "6111 BLUE CIRCLE DR", "city": "MINNETONKA", "state": "MN", "zip": "55343"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                              Electro-Sensors, Inc.
             (Exact Name of Registrant as Specified in its Charter)

        Minnesota                                             41-0943459
 (State or Other Juris-                                     (I.R.S. Employer
 diction of Incorporation                                Identification Number)
   or Organization)

                             6111 Blue Circle Drive
                           Minnetonka, Minnesota 55343
              (Address of Principal Executive Office and Zip Code)

                  Electro-Sensors, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)

                           Bradley D. Slye, President
                              Electro-Sensors, Inc.
                             6111 Blue Circle Drive
                           Minnetonka, Minnesota 55343
                                 (612) 930-0100
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Timothy M. Heaney
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================

                                                                             Proposed
                                                  Proposed Maximum            Maximum
  Title of Securities        Amount to be          Offering Price            Aggregate              Amount of
   to be Registered          Registered(1)          Per Share(2)         Offering Price(2)      Registration Fee
======================== ====================== ====================== ====================== ======================
Options to Purchase
Common Stock under the
       1997 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1997 Plan
                            300,000 shares             $4.125               $1,237,500               $365.06
                                                                                                      ------
        TOTAL:
                                                                                                     $365.06
======================== ====================== ====================== ====================== ======================
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on March 24, 1998.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The Registrant  hereby  incorporates  by reference  into this  Registration
Statement the documents listed in (a) through (c) below:

                  (a)      The Registrant's  latest annual report filed pursuant
                           to Section 13(a) or 15(d) of the Securities  Exchange
                           Act of 1934,  or  either  (I) the  latest  prospectus
                           filed  pursuant to Rule 424(b)  under the  Securities
                           Act  of  1933   that   contains   audited   financial
                           statements  for the  Registrant's  latest fiscal year
                           for which such statements have been filed or (II) the
                           Registrant's effective registration statement on Form
                           10 or 10-SB filed under the  Securities  Exchange Act
                           of 1934 containing  audited financial  statements for
                           the Registrant's latest fiscal year;

                  (b)      All other reports filed  pursuant to Section 13(a) or
                           15(d) of the  Securities  Exchange  Act of 1934 since
                           the end of the fiscal year covered by the  Registrant
                           document referred to in (a) above;

                  (c)      If  the  class  of   securities   to  be  offered  is
                           registered   under  Section  12  of  the   Securities
                           Exchange Act of 1934,  the  description of such class
                           of securities  contained in a registration  statement
                           filed  under such Act,  including  any  amendment  or
                           report  filed  for  the  purpose  of  updating   such
                           description.

     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 such 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 Minnesota  corporate law, a corporation  shall,  unless prohibited or
limited by its Articles of  Incorporation  or Bylaws,  indemnify its  directors,
officers, employees and agents against judgments, penalties, fines, settlements,
expenses and disbursements  incurred by such person who was, or is threatened to
be, made a party to a proceeding by reason of the fact that the person is or was
a director,  officer,  employee or agent of the  corporation if generally,  with
respect to the acts or omissions of the person  complained of in the proceeding,
the person: (i) has not been indemnified by another organization with respect to
the same acts or omissions; (ii) acted in good faith, (iii) received no improper
personal benefit;  (iv) in the case of a criminal proceeding,  had no reasonable
cause to believe the conduct  was  unlawful;  and (v)  reasonably  believed  the
conduct  was  in  the  best  interests  of  the   corporation   or,  in  certain
circumstances,  reasonably believed that the conduct was not opposed to the best
interests of the  corporation.  Minnesota  corporate  law also  provides  that a
corporation  may purchase and  maintain  insurance on behalf of any  indemnified
party against any  liability  asserted  against such person,  whether or not the
corporation  would have been required to indemnify the person against  liability
under the provisions of Minnesota  corporate law. The  Registrant's  Articles of
Incorporation  and Bylaws do not limit the Registrant's  obligation to indemnify
such persons.

     The  Registrant's  Articles of  Incorporation  limit the  liability  of its
directors to the full extent  permitted by the  Minnesota  Business  Corporation
Act. Specifically, directors of the Registrant will not be personally liable for
monetary  damages for breach of fiduciary duty as directors except liability for
(i) any  breach of the duty of loyalty to the  Registrant  or its  shareholders,
(ii) acts or omissions not in good faith or that involve intentional  misconduct
or a  knowing  violation  of law,  (iii)  dividends  or other  distributions  of
corporate assets that are in  contravention of certain  statutory or contractual
restrictions,  (iv) violations of certain  Minnesota  securities laws or (v) any
transaction from which the director derives an improper personal benefit.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  5        Opinion and Consent of Fredrikson & Byron,  P.A.
                           relating to the legality of securities
                           under the 1997 Stock Option Plan.

                  23.1     Consent of Fredrikson & Byron, P.A.  --  included in
                           their opinion filed as Exhibit 5.

                  23.2     Consent of Schweitzer Rubin Karon & Bremer.

                  24       Power of Attorney from certain directors.
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,
                                    represents  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;

                                    Provided, however, that paragraphs (a)(1)(i)
                                    and   (a)(1)(ii)   do  not   apply   if  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  purposes  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 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 Act and will be
                  governed by final adjudication of such issue.

                                   SIGNATURES

     The Registrant. 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 Minnetonka and State of Minnesota,  on the 26th
day of March, 1998.

                                       ELECTRO-SENSORS, INC.
                                       (the "Registrant")

                                       By  /s/ Bradley D. Slye
                                          Bradley D. Slye
                                          President

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

                               (Power of Attorney)

     Each of the undersigned  constitutes and appoints  Bradley D. Slye and Mark
D. Laumann his true and lawful  attorney-in-fact  and agent,  each acting alone,
with full powers of substitution  and  resubstitution,  for him and in his name,
place and stead,  in any and all capacities,  to sign the Form S-8  Registration
Statement of  Electro-Sensors,  Inc. relating to the Company's 1997 Stock Option
Plan and any or all  amendments  or  post-effective  amendments  to the Form S-8
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

   Signature                  Title                                  Date

/s/ Bradley D. Slye           Chairman of the Board and          March 26, 1998
Bradley D. Slye               President (principal executive
                              officer)

/s/ Mark D. Laumann           Treasurer and Director (principal  March 26, 1998
Mark D. Laumann               financial and accounting officer)

/s/ Peter R. Peterson          Director                          March 26, 1998
Peter R. Peterson

/s/ John S. Strom              Director                          March 26, 1998
John S. Strom

/s/ Joseph A. Marino           Director                          March 26, 1998
Joseph A. Marino
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ELECTRO-SENSORS, INC.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number                              Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)