<PAGE>
As filed with the Securities and Exchange Commission on June 12, 1995
                                               Registration No. 33-
                                                                   -------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              ____________________

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

                             POLARIS INDUSTRIES INC.
             (Exact name of registrant as specified in its charter)

     MINNESOTA                                                   41-1790959
(state or other jurisdiction of                  (I.R.S. Employer Identification
 incorporated or organization)                              Number)

                              ____________________

                             1225 Highway 169 North
                          Minneapolis, Minnesota 55441
                                 (612) 542-0500

                          (Address, including zip code,
                  of registrant's principal executive offices)

                              ____________________

                             POLARIS INDUSTRIES INC.
                             1995 STOCK OPTION PLAN

                            (Full title of the plan)
                              ____________________

                  John H. Grunewald, Executive Vice President,
                      Chief Financial Officer and Secretary
                             Polaris Industries Inc.
                             1225 Highway 169 North
                          Minneapolis, Minnesota  55441
                                 (612) 542-0500

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

                                   COPIES TO:

                                James C. Melville
                        Kaplan, Strangis and Kaplan, P.A.
                  5500 Norwest Center, 90 South Seventh Street
                          Minneapolis, Minnesota  55402
                                 (612) 375-1138




<PAGE>



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                               Proposed     Proposed
 Title of                      Maximum      Maximum
Securities       Amount        Offering     Aggregate     Amount of
  to be           to be         Price       Offering     Registration
Registered     Registered(1)  per Share(2)   Price            Fee
- ----------     ------------   -----------   ---------    -------------
<S>            <C>            <C>           <C>          <C>
Common Stock     900,000       $43.125      $38,812,500    $13,383.62
 Par Value
 $.01
- -------------------------------------------------------------------------------
<FN>
     (1)  900,000 shares of Common Stock are reserved for issuance under the
Polaris Industries Inc. (the "Company") 1995 Stock Option Plan (the "Plan"). The
number of shares of Common Stock stated above may be adjusted in accordance with
the provisions of the Plan in the event that, during the period the Plan is in
effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares effected without receipt of consideration by the Company.
Accordingly, this Registration Statement covers, in addition to the number of
shares of Common Stock stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the provisions of the
Plan.

     (2)  Estimated by the registrant solely for the purpose of calculating the
amount of registration fee pursuant to Rule 457(h).
</TABLE>


                                        2




<PAGE>


                                     PART I

ITEM 1.   PLAN INFORMATION.

          Not required to be filed with the Commission.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not required to be filed with the Commission.

                                     PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, are hereby incorporated
by reference in this Registration Statement:

          (a)  The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report referred to in (a) above.

          (c)  A description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4, Registration No. 33-55769 filed
with the Commission on September 30, 1994, including Amendment No. 1 filed on
November 10, 1994 and Amendment No. 2 filed on November 21, 1994.

          All documents subsequently filed by the Company pursuant to Section
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 offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares offered will be passed upon for the Company
by Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota.  Members of such
firm beneficially own an aggregate of


                                        3




<PAGE>


51,800 shares of the Company's Common Stock.  This represents approximately
0.28% of the currently outstanding voting shares.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by Minnesota law, the Company's Articles of Incorporation
provide that directors of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) relating to prohibited dividends or distributions or the repurchase
or redemption of stock, or (iv) for any transaction from which the director
derives an improper personal benefit.

          The Company is required by Minnesota law to indemnify all officers and
directors of the Company for expenses and liabilities (including attorneys'
fees) incurred as the result of proceedings against them in connection with
their capacities as officers or directors.  In order to be entitled to
indemnification with respect to a purported act or omission, an officer or
director must (i) have acted in good faith, (ii) have received no improper
personal benefit, (iii) in the case of a criminal proceeding, have had no
reasonable cause to believe the conduct to be unlawful, and (iv) have reasonably
believed that the conduct was in the best interests of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1       Polaris Industries Inc. 1995 Stock Option Plan
          4.2       Form of Stock Option Agreement and Notice of Exercise Form -
                    Incentive Stock Options.

          4.3       Form of Stock Option Agreement and Notice of Exercise Form -
                    Incentive Stock Options and Non-qualified Stock Options.

          5         Opinion of Kaplan, Strangis and Kaplan, P.A.

          23.1      Consent of McGladrey & Pullen, LLP

          23.2      Consent of Kaplan, Strangis and Kaplan, P.A.
                    (included in Exhibit 5)

          24        Powers of Attorney


                                        4




<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, as amended (the "Act");

                (ii)     To reflect in the prospectus any facts or events
                         arising after the effective date of this 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 this Registration Statement;

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

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply to information required to be included in a post-
               effective amendment by those paragraphs which are 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 this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    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.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the


                                        5




<PAGE>


               Act, each filing of the registrant's annual report pursuant to
               Section 13(a) or 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 this 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 Act
               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 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 the final adjudication of such
               issue.


                                        6




<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 June 12,
1995.

                                   POLARIS INDUSTRIES INC.


                                   By:   /s/ W. Hall Wendel, Jr.
                                      ---------------------------
                                      W. Hall Wendel, Jr.
                                      Chief Executive Officer

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

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

  /s/ W. Hall Wendel, Jr.          Principal Executive      June 12, 1995
- -------------------------
W. Hall Wendel, Jr.                Officer and Director



  John H. Grunewald                Principal Financial and  June 12, 1995
- -------------------------
John H. Grunewald                  Accounting Officer


        *
- -------------------------
Beverly F. Dolan                   Director


        *
- -------------------------
Robert S. Moe                      Director


        *
- -------------------------
Kenneth D. Larson                  Director


        *
- -------------------------
Stephen G. Shank                   Director


        *
- -------------------------
Gregory R. Palen                   Director


                                        7




<PAGE>


        *
- -------------------------
Andris A. Baltins                  Director


*By  /s/ W. Hall Wendel, Jr.                                June 12, 1995
   -------------------------

   W. Hall Wendel, Jr.
   Attorney-in-Fact

W. Hall Wendel, Jr., on his own behalf and pursuant to Powers of Attorney, dated
prior to the date hereof, attested by the directors listed above and filed with
the Securities and Exchange Commission, by signing his name hereto does hereby
sign and execute this Registration Statement of Polaris Industries, Inc., or
amendment thereto, on behalf of each of the directors named above.


                                        8




<PAGE>


                                INDEX TO EXHIBITS


                                                                 Sequentially
                                                                   Numbered
                                                                     Page
                                                                 -------------

4.1       Polaris Industries Inc. 1995 Stock Option Plan.

4.2       Form of Stock Option Agreement and Notice of Exercise
          Form - Incentive Stock Options.

4.3       Form of Stock Option Agreement and Notice of Exercise
          Form - Incentive Stock Options and Non-qualified Stock
          Options.

5         Opinion of Kaplan, Strangis and Kaplan, P.A.

23.1      Consent of McGladrey & Pullen, LLP

23.2      Consent of Kaplan, Strangis and Kaplan, P.A.
          (included in Exhibit 5)

24        Powers of Attorney




                                        9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16689}]
{"company-data": {"conformed-name": "POLARIS INDUSTRIES INC/MN", "cik": "0000931015", "assigned-sic": "[]", "irs-number": "411790959", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60157", "film-number": "95546447"}, "business-address": {"street1": "1225 HIGHWAY 169 NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55441", "phone": "6125420500"}, "mail-address": {"street1": "1225 HIGHWAY 169 NORTH", "street2": "425 LEXINGTON AVE", "city": "MINNESOTA", "state": "MN", "zip": "55441"}}
As filed with the Securities and Exchange Commission on June 12, 1995
                                               Registration No. 33-
                                                                   -------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                              ____________________

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

                             POLARIS INDUSTRIES INC.
             (Exact name of registrant as specified in its charter)

     MINNESOTA                                                   41-1790959
(state or other jurisdiction of                  (I.R.S. Employer Identification
 incorporated or organization)                              Number)

                              ____________________

                             1225 Highway 169 North
                          Minneapolis, Minnesota 55441
                                 (612) 542-0500

                          (Address, including zip code,
                  of registrant's principal executive offices)

                              ____________________

                             POLARIS INDUSTRIES INC.
                             1995 STOCK OPTION PLAN

                            (Full title of the plan)
                              ____________________

                  John H. Grunewald, Executive Vice President,
                      Chief Financial Officer and Secretary
                             Polaris Industries Inc.
                             1225 Highway 169 North
                          Minneapolis, Minnesota  55441
                                 (612) 542-0500

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

                                   COPIES TO:

                                James C. Melville
                        Kaplan, Strangis and Kaplan, P.A.
                  5500 Norwest Center, 90 South Seventh Street
                          Minneapolis, Minnesota  55402
                                 (612) 375-1138
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(1)  per Share(2)   Price            Fee
- ----------     ------------   -----------   ---------    -------------
Common Stock     900,000       $43.125      $38,812,500    $13,383.62
 Par Value
 $.01
- -------------------------------------------------------------------------------
(1)  900,000 shares of Common Stock are reserved for issuance under the
Polaris Industries Inc. (the "Company") 1995 Stock Option Plan (the "Plan"). The
number of shares of Common Stock stated above may be adjusted in accordance with
the provisions of the Plan in the event that, during the period the Plan is in
effect, there is effected any increase or decrease in the number of issued
shares of Common Stock resulting from a subdivision or consolidation of shares
or the payment of a stock dividend or any other increase or decrease in the
number of shares effected without receipt of consideration by the Company.
Accordingly, this Registration Statement covers, in addition to the number of
shares of Common Stock stated above, an indeterminate number of shares which by
reason of any such events may be issued in accordance with the provisions of the
Plan.

     (2)  Estimated by the registrant solely for the purpose of calculating the
amount of registration fee pursuant to Rule 457(h).
2
PART I

ITEM 1.   PLAN INFORMATION.

          Not required to be filed with the Commission.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

          Not required to be filed with the Commission.

                                     PART II

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, are hereby incorporated
by reference in this Registration Statement:

          (a)  The Company's latest Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, filed with the Commission, pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

          (b)  All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Company's Annual Report referred to in (a) above.

          (c)  A description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-4, Registration No. 33-55769 filed
with the Commission on September 30, 1994, including Amendment No. 1 filed on
November 10, 1994 and Amendment No. 2 filed on November 21, 1994.

          All documents subsequently filed by the Company pursuant to Section
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 offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The validity of the shares offered will be passed upon for the Company
by Kaplan, Strangis and Kaplan, P.A., Minneapolis, Minnesota.  Members of such
firm beneficially own an aggregate of

                                        3
51,800 shares of the Company's Common Stock.  This represents approximately
0.28% of the currently outstanding voting shares.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          As permitted by Minnesota law, the Company's Articles of Incorporation
provide that directors of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its shareholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) relating to prohibited dividends or distributions or the repurchase
or redemption of stock, or (iv) for any transaction from which the director
derives an improper personal benefit.

          The Company is required by Minnesota law to indemnify all officers and
directors of the Company for expenses and liabilities (including attorneys'
fees) incurred as the result of proceedings against them in connection with
their capacities as officers or directors.  In order to be entitled to
indemnification with respect to a purported act or omission, an officer or
director must (i) have acted in good faith, (ii) have received no improper
personal benefit, (iii) in the case of a criminal proceeding, have had no
reasonable cause to believe the conduct to be unlawful, and (iv) have reasonably
believed that the conduct was in the best interests of the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          4.1       Polaris Industries Inc. 1995 Stock Option Plan
          4.2       Form of Stock Option Agreement and Notice of Exercise Form -
                    Incentive Stock Options.

          4.3       Form of Stock Option Agreement and Notice of Exercise Form -
                    Incentive Stock Options and Non-qualified Stock Options.

          5         Opinion of Kaplan, Strangis and Kaplan, P.A.

          23.1      Consent of McGladrey & Pullen, LLP

          23.2      Consent of Kaplan, Strangis and Kaplan, P.A.
                    (included in Exhibit 5)

          24        Powers of Attorney

                                        4
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, as amended (the "Act");

                (ii)     To reflect in the prospectus any facts or events
                         arising after the effective date of this 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 this Registration Statement;

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

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply to information required to be included in a post-
               effective amendment by those paragraphs which are 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 this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
                    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.

          (b)  The undersigned registrant hereby undertakes that, for purposes
               of determining any liability under the

                                        5
Act, each filing of the registrant's annual report pursuant to
               Section 13(a) or 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 this 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 Act
               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 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 the final adjudication of such
               issue.

                                        6
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 June 12,
1995.

                                   POLARIS INDUSTRIES INC.

                                   By:   /s/ W. Hall Wendel, Jr.
                                      ---------------------------
                                      W. Hall Wendel, Jr.
                                      Chief Executive Officer

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

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

  /s/ W. Hall Wendel, Jr.          Principal Executive      June 12, 1995
- -------------------------
W. Hall Wendel, Jr.                Officer and Director

  John H. Grunewald                Principal Financial and  June 12, 1995
- -------------------------
John H. Grunewald                  Accounting Officer

        *
- -------------------------
Beverly F. Dolan                   Director

        *
- -------------------------
Robert S. Moe                      Director

        *
- -------------------------
Kenneth D. Larson                  Director

        *
- -------------------------
Stephen G. Shank                   Director

        *
- -------------------------
Gregory R. Palen                   Director

                                        7
*
- -------------------------
Andris A. Baltins                  Director

*By  /s/ W. Hall Wendel, Jr.                                June 12, 1995
   -------------------------

   W. Hall Wendel, Jr.
   Attorney-in-Fact

W. Hall Wendel, Jr., on his own behalf and pursuant to Powers of Attorney, dated
prior to the date hereof, attested by the directors listed above and filed with
the Securities and Exchange Commission, by signing his name hereto does hereby
sign and execute this Registration Statement of Polaris Industries, Inc., or
amendment thereto, on behalf of each of the directors named above.

                                        8
INDEX TO EXHIBITS

                                                                 Sequentially
                                                                   Numbered
                                                                     Page
                                                                 -------------

4.1       Polaris Industries Inc. 1995 Stock Option Plan.

4.2       Form of Stock Option Agreement and Notice of Exercise
          Form - Incentive Stock Options.

4.3       Form of Stock Option Agreement and Notice of Exercise
          Form - Incentive Stock Options and Non-qualified Stock
          Options.

5         Opinion of Kaplan, Strangis and Kaplan, P.A.

23.1      Consent of McGladrey & Pullen, LLP

23.2      Consent of Kaplan, Strangis and Kaplan, P.A.
          (included in Exhibit 5)

24        Powers of Attorney

                                        9