Registration No. 333-


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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            WINLAND ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Minnesota                                         41-0992135
    (State or Other Juris-                                 (I.R.S. Employer
   diction of Incorporation                            Identification Number)
          or Organization)


                                1950 Excel Drive
                                Mankato, MN 56001
              (Address of Principal Executive Office and Zip Code)



                1997 Winland Electronics, Inc. Stock Option Plan
                            (Full Title of the Plan)


                                 W. Kirk Hankins
                            Winland Electronics, Inc.
                                1950 Excel Drive
                                Mankato, MN 56001
                                 (507) 625-7231
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Robert K. Ranum
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
                                                                                     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 Stock
      Option Plan               Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
   1997 Stock Option
         Plan                 300,000 shares                   $ 2.625                   $ 787,500                $238.64

        TOTAL:                                                                                                    $238.64
================================================================================================================================
</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 May 20, 1997.




<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,

                                      - 1 -

<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  Company'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 Company 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 Company 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 Ahern Montag & Vogler, Ltd.

         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:


                                      - 2 -

<PAGE>



                  (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
        

                                      - 3 -

<PAGE>



         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 Mankato and State of Minnesota, on the 22nd day
of May, 1997.


                                         WINLAND ELECTRONICS, INC.
                                         (the "Registrant")


                                         By /s/ W. Kirk Hankins
                                         W. Kirk Hankins
                                         President, Chief Executive Officer and
                                         Chief Financial Officer


         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 W. Kirk Hankins and
Lorin E.  Krueger 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 Winland  Electronics,  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.


                                      - 4 -

<PAGE>




         Signature                       Title                       Date


/s/ W. Kirk Hankins             President, Chief Executive     May 22, 1997
W. Kirk Hankins                 Officer and Chief Financial
                                Officer (principal executive
                                officer and principal financial
                                and accounting officer)

/s/ Lorin E. Krueger            Senior Vice President of       May 22, 1997
Lorin E. Krueger                Operations and Director



/s/ Kirk P. Hankins             Vice President of Marketing    May 22, 1997
Kirk P. Hankins                 and Director


/s/ S. Robert Dessalet          Director                       May 22, 1997
S. Robert Dessalet


/s/ Thomas J. de Petra          Director                       May 22, 1997
Thomas J. de Petra



                                      - 5 -

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            WINLAND ELECTRONICS, INC.


                         Form S-8 Registration Statement


                          E X H I B I T    I N D E X



Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the 
                  1997 Stock Option Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of Ahern Montag & Vogler, Ltd.
24                Power of attorney
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR STOCK OPTION PLAN", "secsgml_size_bytes": 17340}]
{"company-data": {"conformed-name": "WINLAND ELECTRONICS INC", "cik": "0000749935", "assigned-sic": "3823", "irs-number": "410992135", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27727", "film-number": "97613710"}, "business-address": {"street1": "1950 EXCEL DR", "city": "MANKATO", "state": "MN", "zip": "56001", "phone": "5076257231"}, "mail-address": {"street1": "1950 EXCEL DRIVE", "city": "MANKATO", "state": "MN", "zip": "56001"}}
Registration No. 333-

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            WINLAND ELECTRONICS, INC.
             (Exact Name of Registrant as Specified in its Charter)

            Minnesota                                         41-0992135
    (State or Other Juris-                                 (I.R.S. Employer
   diction of Incorporation                            Identification Number)
          or Organization)

                                1950 Excel Drive
                                Mankato, MN 56001
              (Address of Principal Executive Office and Zip Code)

                1997 Winland Electronics, Inc. Stock Option Plan
                            (Full Title of the Plan)

                                 W. Kirk Hankins
                            Winland Electronics, Inc.
                                1950 Excel Drive
                                Mankato, MN 56001
                                 (507) 625-7231
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Robert K. Ranum
                            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 Stock
      Option Plan               Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
   1997 Stock Option
         Plan                 300,000 shares                   $ 2.625                   $ 787,500                $238.64

        TOTAL:                                                                                                    $238.64
================================================================================================================================
(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 May 20, 1997.
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,

                                      - 1 -
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  Company'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 Company 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 Company 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 Ahern Montag & Vogler, Ltd.

         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:

                                      - 2 -
(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
        

                                      - 3 -
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 Mankato and State of Minnesota, on the 22nd day
of May, 1997.

                                         WINLAND ELECTRONICS, INC.
                                         (the "Registrant")

                                         By /s/ W. Kirk Hankins
                                         W. Kirk Hankins
                                         President, Chief Executive Officer and
                                         Chief Financial Officer

         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 W. Kirk Hankins and
Lorin E.  Krueger 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 Winland  Electronics,  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.

                                      - 4 -
Signature                       Title                       Date

/s/ W. Kirk Hankins             President, Chief Executive     May 22, 1997
W. Kirk Hankins                 Officer and Chief Financial
                                Officer (principal executive
                                officer and principal financial
                                and accounting officer)

/s/ Lorin E. Krueger            Senior Vice President of       May 22, 1997
Lorin E. Krueger                Operations and Director

/s/ Kirk P. Hankins             Vice President of Marketing    May 22, 1997
Kirk P. Hankins                 and Director

/s/ S. Robert Dessalet          Director                       May 22, 1997
S. Robert Dessalet

/s/ Thomas J. de Petra          Director                       May 22, 1997
Thomas J. de Petra

                                      - 5 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            WINLAND ELECTRONICS, INC.

                         Form S-8 Registration Statement

                          E X H I B I T    I N D E X

Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the 
                  1997 Stock Option Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of Ahern Montag & Vogler, Ltd.
24                Power of attorney