<PAGE>

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
                                                     REGISTRATION NO. 33-

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

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

                                  RACOTEK, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               41-1636021
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)
                              --------------------
                            7301 OHMS LANE, SUITE 200
                          MINNEAPOLIS, MINNESOTA  55439
                                 (612) 832-9800
                    (Address of  principal executive offices)

                              --------------------
                           1993 EQUITY INCENTIVE PLAN
                            (Full title of the plans)

                    DAVID J. MAENKE, CHIEF FINANCIAL OFFICER
                            7301 OHMS LANE, SUITE 200
                          MINNEAPOLIS, MINNESOTA  55439
                                 (612) 832-9800
(Name, address and telephone number, including area code, of agent for service)

                              --------------------
                                   COPIES TO:
                               SUSAN A. DUNN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA  94306

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                    PROPOSED
                                                AMOUNT       PROPOSED MAXIMUM       MAXIMUM           AMOUNT OF
                                                TO BE       OFFERING PRICE PER      AGGREGATE        REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED       REGISTERED         SHARE            OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
<S>                                          <C>            <C>                   <C>                <C>
Common Stock, par value $0.01                1,000,000 (1)   $2.41 (2)            $2,406,250         $729
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Additional shares available for grant as of  May 13, 1997 under the 1993
     Equity Incentive Plan.

(2)  Estimated as of  September 9, 1997 pursuant to Rule 457(h) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee on the basis of the average of the high and low prices
     reported on the Nasdaq National Market on September 9, 1997.

     This Registration Statement, including exhibits, consists of 14
     sequentially numbered pages.  The Index to Exhibits appears on 
     sequentially numbered page 9.

<PAGE>

                                  RACOTEK, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996, filed pursuant to Section 13(a) or 15(d) of
              the Securities Exchange Act of 1934 as amended (the "Exchange
              Act").

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1997 and June 30, 1997, filed pursuant to Section
              13(a) or 15(d) of the Exchange Act.

          (c) The description of the Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form 8-A filed on October
              26, 1993 with the Commission under Section 12(g) of the Exchange
              Act, and declared effective by the Commission on December 9,
              1993, and any amendment or report subsequently filed for the
              purpose of updating such description, including the Registrant's
              Registration Statement on Form 8-A filed on September 14, 1994
              with the Commission under Section 12(g) of the Exchange Act and
              declared effective by the SEC on September 27, 1994.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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.

          As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii)


                                        2

<PAGE>

for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.  In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of the Registrant provide that (i)
the Registrant is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Registrant) at the Registrant's request to the
fullest extent permitted by the Delaware General Corporation Law including those
circumstances in which indemnification would otherwise be discretionary; (ii)
the Registrant may, in its discretion, indemnify employees and agents where
indemnification is not required by law; (iii) upon receipt of an undertaking by
the indemnitee to repay all amounts advanced and if it is ultimately determined
that such indemnitee is not entitled to indemnification, the Registrant is
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding; (iv) the rights conferred in the Bylaws
are not exclusive and the Registrant is authorized to enter into indemnification
agreements with its directors, officers and employees; and (v) the Registrant
may not retroactively amend the Bylaw provisions in a way that is adverse to
such directors, officers and employees.

          The Registrant's policy is to enter into indemnification agreements
with each of its directors and executive officers that provide the maximum
indemnity allowed to directors and executive officers by Section 145 of the
Delaware General Corporation Law and the Registrant's Bylaws, as well as certain
procedural protections.  In addition, the indemnification agreements provide
that directors and executive officers will be indemnified to the fullest
possible extent not prohibited by law against all expenses including attorneys'
fees and settlement amounts paid or incurred by them in any action or
proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or executive officers of
the Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant.  The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
initiated by the indemnified party and not by way of defense, except with
respect to proceeds specifically authorized by the Board of Directors or brought
to enforce a right to indemnification under the indemnification agreement, the
Registrant's Bylaws or any statute or law.  Under the agreements, the Registrant
is not obligated to indemnify the indemnified party (i) for any amounts paid in
settlement of a proceeding unless the Registrant consents to such settlement;
(ii) for any amounts paid in settlement of a proceeding unless the Registrant
consents in advance to such settlement; and (iii) if a final decision by a court
having jurisdiction in the matter shall determine that such indemnification is
not lawful.

          The indemnification agreement requires a director or executive officer
to reimburse the Registrant for all expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Registrant's Bylaws, the indemnification agreement or
otherwise to be indemnified for such expenses.  The indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, the Registrant's Bylaws, other
agreements, any majority-in-interest vote of the stockholders or vote of
disinterested directors, Delaware law, or otherwise.

                                       3
<PAGE>

          The indemnification provision in the Registrant's Bylaws, and the
indemnification agreements entered into between the Registrant and its directors
and executive officers, may be sufficiently broad to permit indemnification of
the officers and directors for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act").

          The indemnification agreements require the Registrant to maintain
director and officer liability insurance to the extent reasonably available.  As
authorized by the Registrant's Bylaws, the Registrant, with approval by the
Board, has purchased director and officer liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

            4.01    Registrant's Third Amended and Restated Certificate of
                    Incorporation (incorporated herein by reference to Exhibit
                    3.01 of the Registrant's Form 10-K filed with the Securities
                    and Exchange Commission by Registrant for the year ended
                    December 31, 1993, Commission File No. 0-22718).

            4.02    Registrant's Certificate of Designation (incorporated herein
                    by reference to Exhibit 4.01 of the Registrant's Form 8-K
                    filed with the Securities and Exchange Commission on
                    September 15, 1994, Commission File No. 0-22718).

            4.03    Registrant's Bylaws, as amended (incorporated herein by
                    reference to Exhibit 4.02 of the Registrant's Form 8-K filed
                    with the Securities and Exchange Commission on September 15,
                    1994, Commission File No. 0-22718).

            4.04    Rights Agreement dated September 12, 1994 between the
                    Registrant and Norwest Bank Minnesota, N.A. as Rights Agent,
                    which includes as exhibits thereto the form of rights
                    certificate and the summary of rights to purchase preferred
                    stock (incorporated herein by reference to Exhibit 4.03 of
                    the Registrant's Form 8-K filed with the Securities and
                    Exchange Commission on September 15, 1994, Commission File
                    No. 0-22718).

            4.05    Registrant's 1993 Equity Incentive Plan, as amended
                    (incorporated herein by reference to Exhibit 10.02 of
                    Registrant's Form 10-K filed with the Securities and
                    Exchange Commission by Registrant for the year ended
                    December 31, 1996, Commission File No. 0-22718).

            5.01    Opinion of Fenwick & West LLP.

           23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02    Consent of Coopers & Lybrand L.L.P., independent
                    accountants.

           24.01    Power of Attorney (see page 7).


                                        4

<PAGE>

ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

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

           (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; 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.  Notwithstanding the foregoing, any
                 increase or decrease in the 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 a 20 percent change in
                 the maximum aggregate offering price set forth in the
                 "Calculation of Registration Fee" table in the effective
                 registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above 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 Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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


                                        5

<PAGE>

          Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the 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 controlling person 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 hereby,
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.


                                        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 Minneapolis, State of Minnesota, on the 9th day of
September, 1997.

                              RACOTEK, INC.


                              By: Michael A. Fabiaschi
                                 ------------------------------
                                 Michael A. Fabiaschi,
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Michael A. Fabiaschi and David J. Maenke,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

      Signature                  Title                           Date
      ---------                  -----                           ----

PRINCIPAL EXECUTIVE OFFICER
  AND DIRECTOR:

Michael A. Fabiaschi
----------------------      President, Chief Executive        September 9, 1997
Michael A. Fabiaschi        Officer and a Director

PRINCIPAL FINANCIAL
  OFFICER AND PRINCIPAL
  ACCOUNTING OFFICER:

David J. Maenke
----------------------      Chief Financial Officer           September 9, 1997
David J. Maenke             and Corporate Secretary


                                        7

<PAGE>

      Signature                  Title                           Date
      ---------                  -----                           ----


ADDITIONAL DIRECTORS:


Yuval Almog
----------------------      Chairman of the Board of          September 9, 1997
Yuval Almog                 Directors


Joseph B. Costello
----------------------      Director                          September 11, 1997
Joseph B. Costello


Dixon R. Doll
----------------------      Director                          September 9, 1997
Dixon R. Doll


Donald L. Lucas
----------------------      Director                          September 9, 1997
Donald L. Lucas



----------------------      Director                          September __, 1997
James L. Osborn


                                        8

<PAGE>

                                  EXHIBIT INDEX


                                                                   Sequentially
Exhibit No.              Description                               Numbered Page
-----------              -----------                               -------------

    4.1     Registrant's Third Amended and Restated Certificate of
            Incorporation (incorporated herein by reference to the
            Exhibit 3.01 of the Registrant's Form 10-K filed with
            the Securities and Exchange Commission by Registrant for
            the year ended December 31, 1993, Commission File 
            No. 0-22718).

    4.2     Registrant's Certificate of Designation (incorporated
            herein by reference to Exhibit 4.01 of the Registrant's
            Form 8-K filed with the Securities and Exchange
            Commission on September 15, 1994, Commission File 
            No. 0-22718)

    4.03    Registrant's Bylaws, as amended (incorporated herein by
            reference to Exhibit 4.02 of the Registrant's Form 8-K
            filed with the Securities and Exchange Commission on
            September 15, 1994, Commission File No. 0-22718)

    4.04    Rights Agreement dated September 12, 1994 between the
            Registrant and Norwest Bank Minnesota, N.A. as Rights
            Agent (incorporated herein by reference to Exhibit 4.03
            of the Registrant's Form 8-K filed with the Securities
            and Exchange Commission on September 15, 1994,
            Commission File No. 0-22718)

    4.05    Registrant's 1993 Equity Incentive Plan, as amended
            (incorporated by reference to Exhibit 10.02 of the
            Registrant's Form 10-K filed with the Securities and
            Exchange Commission by Registrant for the year ended
            December 31, 1995, Commission File No. 0-22718)

    5.01    Opinion of Fenwick & West LLP . . . . . . . . . . . . . . . . . 11

   23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

   23.02    Consent of Coopers & Lybrand L.L.P., independent
            accountants . . . . . . . . . . . . . . . . . . . . . . . . . . 14

   24.01    Power of Attorney (see page 7)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23534}]
{"company-data": {"conformed-name": "RACOTEK INC", "cik": "0000883741", "assigned-sic": "3576", "irs-number": "411636021", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35595", "film-number": "97680193"}, "business-address": {"street1": "7301 OHMS LANE STE 200", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439", "phone": "6128329800"}, "mail-address": {"street1": "7301 OHMS LANE", "street2": "STE 200", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1997
                                                     REGISTRATION NO. 33-

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

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

                                  RACOTEK, INC.
             (Exact name of registrant as specified in its charter)

                DELAWARE                               41-1636021
     (State or other jurisdiction of                (I.R.S. employer
     incorporation or organization)                identification no.)
                              --------------------
                            7301 OHMS LANE, SUITE 200
                          MINNEAPOLIS, MINNESOTA  55439
                                 (612) 832-9800
                    (Address of  principal executive offices)

                              --------------------
                           1993 EQUITY INCENTIVE PLAN
                            (Full title of the plans)

                    DAVID J. MAENKE, CHIEF FINANCIAL OFFICER
                            7301 OHMS LANE, SUITE 200
                          MINNEAPOLIS, MINNESOTA  55439
                                 (612) 832-9800
(Name, address and telephone number, including area code, of agent for service)

                              --------------------
                                   COPIES TO:
                               SUSAN A. DUNN, ESQ.
                               FENWICK & WEST LLP
                              TWO PALO ALTO SQUARE
                          PALO ALTO, CALIFORNIA  94306

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

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
                                                                                    PROPOSED
                                                AMOUNT       PROPOSED MAXIMUM       MAXIMUM           AMOUNT OF
                                                TO BE       OFFERING PRICE PER      AGGREGATE        REGISTRATION
   TITLE OF SECURITIES TO BE REGISTERED       REGISTERED         SHARE            OFFERING PRICE          FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01                1,000,000 (1)   $2.41 (2)            $2,406,250         $729
------------------------------------------------------------------------------------------------------------------
(1)  Additional shares available for grant as of  May 13, 1997 under the 1993
     Equity Incentive Plan.

(2)  Estimated as of  September 9, 1997 pursuant to Rule 457(h) under the
     Securities Act of 1933, as amended, solely for the purpose of calculating
     the registration fee on the basis of the average of the high and low prices
     reported on the Nasdaq National Market on September 9, 1997.

     This Registration Statement, including exhibits, consists of 14
     sequentially numbered pages.  The Index to Exhibits appears on 
     sequentially numbered page 9.
RACOTEK, INC.
                       REGISTRATION STATEMENT ON FORM S-8
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:

          (a) The Registrant's Annual Report on Form 10-K for the year ended
              December 31, 1996, filed pursuant to Section 13(a) or 15(d) of
              the Securities Exchange Act of 1934 as amended (the "Exchange
              Act").

          (b) The Registrant's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1997 and June 30, 1997, filed pursuant to Section
              13(a) or 15(d) of the Exchange Act.

          (c) The description of the Registrant's Common Stock contained in the
              Registrant's Registration Statement on Form 8-A filed on October
              26, 1993 with the Commission under Section 12(g) of the Exchange
              Act, and declared effective by the Commission on December 9,
              1993, and any amendment or report subsequently filed for the
              purpose of updating such description, including the Registrant's
              Registration Statement on Form 8-A filed on September 14, 1994
              with the Commission under Section 12(g) of the Exchange Act and
              declared effective by the SEC on September 27, 1994.

          All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the 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.

          As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii)

                                        2
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit.  In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of the Registrant provide that (i)
the Registrant is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including, for
example, subsidiaries of the Registrant) at the Registrant's request to the
fullest extent permitted by the Delaware General Corporation Law including those
circumstances in which indemnification would otherwise be discretionary; (ii)
the Registrant may, in its discretion, indemnify employees and agents where
indemnification is not required by law; (iii) upon receipt of an undertaking by
the indemnitee to repay all amounts advanced and if it is ultimately determined
that such indemnitee is not entitled to indemnification, the Registrant is
required to advance expenses, as incurred, to its directors and officers in
connection with defending a proceeding; (iv) the rights conferred in the Bylaws
are not exclusive and the Registrant is authorized to enter into indemnification
agreements with its directors, officers and employees; and (v) the Registrant
may not retroactively amend the Bylaw provisions in a way that is adverse to
such directors, officers and employees.

          The Registrant's policy is to enter into indemnification agreements
with each of its directors and executive officers that provide the maximum
indemnity allowed to directors and executive officers by Section 145 of the
Delaware General Corporation Law and the Registrant's Bylaws, as well as certain
procedural protections.  In addition, the indemnification agreements provide
that directors and executive officers will be indemnified to the fullest
possible extent not prohibited by law against all expenses including attorneys'
fees and settlement amounts paid or incurred by them in any action or
proceeding, including any derivative action by or in the right of the
Registrant, on account of their services as directors or executive officers of
the Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant.  The
Registrant will not be obligated pursuant to the agreements to indemnify or
advance expenses to an indemnified party with respect to proceedings or claims
initiated by the indemnified party and not by way of defense, except with
respect to proceeds specifically authorized by the Board of Directors or brought
to enforce a right to indemnification under the indemnification agreement, the
Registrant's Bylaws or any statute or law.  Under the agreements, the Registrant
is not obligated to indemnify the indemnified party (i) for any amounts paid in
settlement of a proceeding unless the Registrant consents to such settlement;
(ii) for any amounts paid in settlement of a proceeding unless the Registrant
consents in advance to such settlement; and (iii) if a final decision by a court
having jurisdiction in the matter shall determine that such indemnification is
not lawful.

          The indemnification agreement requires a director or executive officer
to reimburse the Registrant for all expenses advanced only to the extent it is
ultimately determined that the director or executive officer is not entitled,
under Delaware law, the Registrant's Bylaws, the indemnification agreement or
otherwise to be indemnified for such expenses.  The indemnification agreement
provides that it is not exclusive of any rights a director or executive officer
may have under the Certificate of Incorporation, the Registrant's Bylaws, other
agreements, any majority-in-interest vote of the stockholders or vote of
disinterested directors, Delaware law, or otherwise.

                                       3
The indemnification provision in the Registrant's Bylaws, and the
indemnification agreements entered into between the Registrant and its directors
and executive officers, may be sufficiently broad to permit indemnification of
the officers and directors for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act").

          The indemnification agreements require the Registrant to maintain
director and officer liability insurance to the extent reasonably available.  As
authorized by the Registrant's Bylaws, the Registrant, with approval by the
Board, has purchased director and officer liability insurance.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS

            4.01    Registrant's Third Amended and Restated Certificate of
                    Incorporation (incorporated herein by reference to Exhibit
                    3.01 of the Registrant's Form 10-K filed with the Securities
                    and Exchange Commission by Registrant for the year ended
                    December 31, 1993, Commission File No. 0-22718).

            4.02    Registrant's Certificate of Designation (incorporated herein
                    by reference to Exhibit 4.01 of the Registrant's Form 8-K
                    filed with the Securities and Exchange Commission on
                    September 15, 1994, Commission File No. 0-22718).

            4.03    Registrant's Bylaws, as amended (incorporated herein by
                    reference to Exhibit 4.02 of the Registrant's Form 8-K filed
                    with the Securities and Exchange Commission on September 15,
                    1994, Commission File No. 0-22718).

            4.04    Rights Agreement dated September 12, 1994 between the
                    Registrant and Norwest Bank Minnesota, N.A. as Rights Agent,
                    which includes as exhibits thereto the form of rights
                    certificate and the summary of rights to purchase preferred
                    stock (incorporated herein by reference to Exhibit 4.03 of
                    the Registrant's Form 8-K filed with the Securities and
                    Exchange Commission on September 15, 1994, Commission File
                    No. 0-22718).

            4.05    Registrant's 1993 Equity Incentive Plan, as amended
                    (incorporated herein by reference to Exhibit 10.02 of
                    Registrant's Form 10-K filed with the Securities and
                    Exchange Commission by Registrant for the year ended
                    December 31, 1996, Commission File No. 0-22718).

            5.01    Opinion of Fenwick & West LLP.

           23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01).

           23.02    Consent of Coopers & Lybrand L.L.P., independent
                    accountants.

           24.01    Power of Attorney (see page 7).

                                        4
ITEM 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes:

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

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

           (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; 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.  Notwithstanding the foregoing, any
                 increase or decrease in the 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 a 20 percent change in
                 the maximum aggregate offering price set forth in the
                 "Calculation of Registration Fee" table in the effective
                 registration statement;

          PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) above 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 Exchange Act that are
incorporated by reference in the Registration Statement.

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

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

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

                                        5
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the 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 controlling person 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 hereby,
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.

                                        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 Minneapolis, State of Minnesota, on the 9th day of
September, 1997.

                              RACOTEK, INC.

                              By: Michael A. Fabiaschi
                                 ------------------------------
                                 Michael A. Fabiaschi,
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Michael A. Fabiaschi and David J. Maenke,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement on Form S-8, and to file the same with all
exhibits thereto and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, 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 he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

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

      Signature                  Title                           Date
      ---------                  -----                           ----

PRINCIPAL EXECUTIVE OFFICER
  AND DIRECTOR:

Michael A. Fabiaschi
----------------------      President, Chief Executive        September 9, 1997
Michael A. Fabiaschi        Officer and a Director

PRINCIPAL FINANCIAL
  OFFICER AND PRINCIPAL
  ACCOUNTING OFFICER:

David J. Maenke
----------------------      Chief Financial Officer           September 9, 1997
David J. Maenke             and Corporate Secretary

                                        7
Signature                  Title                           Date
      ---------                  -----                           ----

ADDITIONAL DIRECTORS:

Yuval Almog
----------------------      Chairman of the Board of          September 9, 1997
Yuval Almog                 Directors

Joseph B. Costello
----------------------      Director                          September 11, 1997
Joseph B. Costello

Dixon R. Doll
----------------------      Director                          September 9, 1997
Dixon R. Doll

Donald L. Lucas
----------------------      Director                          September 9, 1997
Donald L. Lucas

----------------------      Director                          September __, 1997
James L. Osborn

                                        8
EXHIBIT INDEX

                                                                   Sequentially
Exhibit No.              Description                               Numbered Page
-----------              -----------                               -------------

    4.1     Registrant's Third Amended and Restated Certificate of
            Incorporation (incorporated herein by reference to the
            Exhibit 3.01 of the Registrant's Form 10-K filed with
            the Securities and Exchange Commission by Registrant for
            the year ended December 31, 1993, Commission File 
            No. 0-22718).

    4.2     Registrant's Certificate of Designation (incorporated
            herein by reference to Exhibit 4.01 of the Registrant's
            Form 8-K filed with the Securities and Exchange
            Commission on September 15, 1994, Commission File 
            No. 0-22718)

    4.03    Registrant's Bylaws, as amended (incorporated herein by
            reference to Exhibit 4.02 of the Registrant's Form 8-K
            filed with the Securities and Exchange Commission on
            September 15, 1994, Commission File No. 0-22718)

    4.04    Rights Agreement dated September 12, 1994 between the
            Registrant and Norwest Bank Minnesota, N.A. as Rights
            Agent (incorporated herein by reference to Exhibit 4.03
            of the Registrant's Form 8-K filed with the Securities
            and Exchange Commission on September 15, 1994,
            Commission File No. 0-22718)

    4.05    Registrant's 1993 Equity Incentive Plan, as amended
            (incorporated by reference to Exhibit 10.02 of the
            Registrant's Form 10-K filed with the Securities and
            Exchange Commission by Registrant for the year ended
            December 31, 1995, Commission File No. 0-22718)

    5.01    Opinion of Fenwick & West LLP . . . . . . . . . . . . . . . . . 11

   23.01    Consent of Fenwick & West LLP (included in Exhibit 5.01)

   23.02    Consent of Coopers & Lybrand L.L.P., independent
            accountants . . . . . . . . . . . . . . . . . . . . . . . . . . 14

   24.01    Power of Attorney (see page 7)