SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         Eagle Pacific Industries, Inc.
             (Exact Name of Registrant as Specified in its Charter)

    Minnesota                                                     41-1642846
(State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
  or Organization)

                      333 South Seventh Street, Suite 2430
                          Minneapolis, Minnesota 55402
              (Address of Principal Executive Office and Zip Code)


              Eagle Pacific Industries, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)


                                William H. Spell
                             Chief Executive Officer
                      333 South Seventh Street, Suite 1430
                          Minneapolis, Minnesota 55402
                                 (612) 371-9650
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                   Dobson West
                            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 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1997 Plan             1,000,000 shares              $3.65625                 $3,656,250                $1,107.95
                                                                                                               --------

        TOTAL:                                                                                                $1,107.95
================================================================================================================================
</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 April 23, 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.


                                      - 1 -

<PAGE>

Item 6. Indemnification of Directors and Officers.

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

     The  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 Deloitte & Touche LLP.

          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.


                                      - 3 -

<PAGE>

          (c)  Insofar as  indemnification  for  liabilities  arising  under the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by final adjudication of such issue.


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 29th
day of April, 1997.


                               EAGLE PACIFIC INDUSTRIES, INC.
                               (the "Registrant")


                               By /s/ William H. Spell
                                  William H. Spell
                                  Chief Executive 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  William H. Spell and G.
Peter Konen 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 Eagle Pacific Industries, 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/ William H. Spell      Chief Executive Officer           April 29, 1997
William H. Spell          (principal executive officer)



/s/ Pat Mertens           Chief Financial Officer           April 29, 1997
Patrick M. Mertens        (principal financial and
                          accounting officer)


/s/ G. Peter Konen        Director                          April 29, 1997
G. Peter Konen


                          Director                          April __, 1997
George R. Long


/s/ R. W. Perkins         Director                          April 29, 1997
Richard W. Perkins


/s/ Bruce A. Richard      Director                          April 29, 1997
Bruce A. Richard


/s/ Larry D. Schnase      Director                          April 29, 1997
Larry D. Schnase


/s/ Harry W. Spell        Director                          April 29, 1997
Harry W. Spell

                                      - 5 -

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                         EAGLE PACIFIC INDUSTRIES, 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 Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)



                                      - 6 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR EAGLE PACIFIC INDUSTRIES, INC.", "secsgml_size_bytes": 17353}]
{"company-data": {"conformed-name": "EAGLE PACIFIC INDUSTRIES INC/MN", "cik": "0000852426", "assigned-sic": "3080", "irs-number": "411642846", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26047", "film-number": "97589689"}, "business-address": {"street1": "2430 METROPOLITAN CENTRE", "street2": "333 S SEVENTH ST", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123719650"}, "mail-address": {"street1": "2430 METROPOLITAN CENTRE", "street2": "333 S SEVENTH STREET", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "former-company": [{"former-conformed-name": "BLACK HAWK HOLDINGS INC /MN/", "date-changed": "19920703"}, {"former-conformed-name": "BHH INC", "date-changed": "19891019"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         Eagle Pacific Industries, Inc.
             (Exact Name of Registrant as Specified in its Charter)

    Minnesota                                                     41-1642846
(State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
  or Organization)

                      333 South Seventh Street, Suite 2430
                          Minneapolis, Minnesota 55402
              (Address of Principal Executive Office and Zip Code)

              Eagle Pacific Industries, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)

                                William H. Spell
                             Chief Executive Officer
                      333 South Seventh Street, Suite 1430
                          Minneapolis, Minnesota 55402
                                 (612) 371-9650
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                   Dobson West
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                          Minneapolis, Minnesota 55402

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

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1997 Plan             1,000,000 shares              $3.65625                 $3,656,250                $1,107.95
                                                                                                               --------

        TOTAL:                                                                                                $1,107.95
================================================================================================================================
(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 April 23, 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.

                                      - 1 -
Item 6. Indemnification of Directors and Officers.

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

     The  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 Deloitte & Touche LLP.

          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.

                                      - 3 -
(c)  Insofar as  indemnification  for  liabilities  arising  under the
          Securities  Act of 1933 may be  permitted to  directors,  officers and
          controlling  persons  of the  Registrant  pursuant  to  the  foregoing
          provisions,  or otherwise, the Registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against  public  policy as expressed in the Act and is,  therefore,
          unenforceable.  In the event that a claim for indemnification  against
          such liabilities (other than the payment by the Registrant of expenses
          incurred or paid by a director,  officer or controlling  person of the
          Registrant  in  the  successful   defense  of  any  action,   suit  or
          proceeding)  is  asserted  by such  director,  officer or  controlling
          person  in  connection  with  the  securities  being  registered,  the
          Registrant  will,  unless in the opinion of its counsel the matter has
          been  settled  by  controlling   precedent,   submit  to  a  court  of
          appropriate  jurisdiction the question whether such indemnification by
          it is  against  public  policy  as  expressed  in the Act and  will be
          governed by final adjudication of such issue.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Minneapolis and State of Minnesota, on the 29th
day of April, 1997.

                               EAGLE PACIFIC INDUSTRIES, INC.
                               (the "Registrant")

                               By /s/ William H. Spell
                                  William H. Spell
                                  Chief Executive 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  William H. Spell and G.
Peter Konen 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 Eagle Pacific Industries, 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/ William H. Spell      Chief Executive Officer           April 29, 1997
William H. Spell          (principal executive officer)

/s/ Pat Mertens           Chief Financial Officer           April 29, 1997
Patrick M. Mertens        (principal financial and
                          accounting officer)

/s/ G. Peter Konen        Director                          April 29, 1997
G. Peter Konen

                          Director                          April __, 1997
George R. Long

/s/ R. W. Perkins         Director                          April 29, 1997
Richard W. Perkins

/s/ Bruce A. Richard      Director                          April 29, 1997
Bruce A. Richard

/s/ Larry D. Schnase      Director                          April 29, 1997
Larry D. Schnase

/s/ Harry W. Spell        Director                          April 29, 1997
Harry W. Spell

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

                         EAGLE PACIFIC INDUSTRIES, 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 Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)

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