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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           Coda Music Technology, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                        41-1716250
      (State or Other Juris-                            (I.R.S. Employer
      diction of Incorporation                         Identification Number)
       or Organization)


                                 6210 Bury Drive
                          Eden Prairie, Minnesota 55346
              (Address of Principal Executive Office and Zip Code)



               Coda Music Technology, Inc. 1992 Stock Option Plan
                             (Full Title of the Plan


                                 John W. Paulson
                           Coda Music Technology, Inc.
                                 6210 Bury Drive
                          Eden Prairie, Minnesota 55346
                                 (612) 937-9611
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

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


<PAGE>


<TABLE>
<CAPTION>


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

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

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            300,000 shares            $1.71875               $515,625                $152.11
                                                                                                      ------
        TOTAL:
                                                                                                     $152.11
======================== ====================== ====================== ====================== ======================


(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 13, 1998.


</TABLE>



<PAGE>





     The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  1992 Stock Option Plan. The contents of the
Registrant's Registration Statements on Form S-8, Reg. No. 33-96624 and Reg. No.
333-48597, are incorporated herein by reference.



                                   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 Eden Prairie and State of Minnesota, on the 15th
day of May 1998.


                                        CODA MUSIC TECHNOLOGY, INC.
                                        (the "Registrant")



                                        By  /s/ John W. Paulson
                                            John W. Paulson
                                            Chairman and 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 John W. Paulson and Ronald
B. Raup 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 Coda Music  Technology,  Inc.  relating to the Company's 1992 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


<PAGE>

intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

    Signature                  Title                               Date


/s/ John W. Paulson            Chairman and Chief Execu-        May 15, 1998
----------------------         tive Officer (principal          
John W. Paulson                executive officer)


/s/ Joan K. Berg               Chief Financial Officer          May 15, 1998
----------------------         (principal financial and
Joan K. Berg                   accounting officer)


/s/ Ronald B. Raup             President and Director           May 15, 1998
----------------------                                                
Ronald B. Raup


/s/ D. Henderson                Director                        May 15, 1998
----------------------                                          
David A. Henderson


/s/ Gordon F. Stofer            Director                        May 15, 1998
----------------------                                          
Gordon F. Stofer


/s/ Larry A. Pape               Director                        May 15, 1998
----------------------                                       
Larry A. Pape


/s/ Karl T. Bruhn               Director                        May 15, 1998
----------------------                                          
Karl T. Bruhn


/s/ Benson K. Whitney           Director                        May 15, 1998
----------------------                                            
Benson K. Whitney


<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                           CODA MUSIC TECHNOLOGY, INC.


                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number            Exhibit Description

 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent public accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 8300}]
{"company-data": {"conformed-name": "CODA MUSIC TECHNOLOGY INC", "cik": "0000920707", "assigned-sic": "7372", "irs-number": "411716250", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52927", "film-number": "98627224"}, "business-address": {"street1": "CENTENNIAL LAKES OFFICES PARK", "street2": "7601 FRANCE AVENUE SOUTH SUITE 225", "city": "EDINA", "state": "MN", "zip": "55435", "phone": "6128939012"}, "mail-address": {"street1": "CENTENNIAL LAKES OFFICE PARK", "street2": "7601 FRANCE AVENUE SOUTH SUITE 225", "city": "EDINA", "state": "MN", "zip": "55435"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                           Coda Music Technology, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                        41-1716250
      (State or Other Juris-                            (I.R.S. Employer
      diction of Incorporation                         Identification Number)
       or Organization)

                                 6210 Bury Drive
                          Eden Prairie, Minnesota 55346
              (Address of Principal Executive Office and Zip Code)

               Coda Music Technology, Inc. 1992 Stock Option Plan
                             (Full Title of the Plan

                                 John W. Paulson
                           Coda Music Technology, Inc.
                                 6210 Bury Drive
                          Eden Prairie, Minnesota 55346
                                 (612) 937-9611
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

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

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

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            300,000 shares            $1.71875               $515,625                $152.11
                                                                                                      ------
        TOTAL:
                                                                                                     $152.11
======================== ====================== ====================== ====================== ======================

(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 13, 1998.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  1992 Stock Option Plan. The contents of the
Registrant's Registration Statements on Form S-8, Reg. No. 33-96624 and Reg. No.
333-48597, are incorporated herein by reference.

                                   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 Eden Prairie and State of Minnesota, on the 15th
day of May 1998.

                                        CODA MUSIC TECHNOLOGY, INC.
                                        (the "Registrant")

                                        By  /s/ John W. Paulson
                                            John W. Paulson
                                            Chairman and 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 John W. Paulson and Ronald
B. Raup 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 Coda Music  Technology,  Inc.  relating to the Company's 1992 Stock
Option Plan and any or all amendments or  post-effective  amendments to the Form
S-8 Registration Statement, and to file the same, with all exhibits thereto, and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting unto said attorneys-in-fact and agents, each acting alone,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes  as the  undersigned  might or could do in person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their  substitute or substitutes,  may lawfully do or cause to be done
by virtue hereof.

    Signature                  Title                               Date

/s/ John W. Paulson            Chairman and Chief Execu-        May 15, 1998
----------------------         tive Officer (principal          
John W. Paulson                executive officer)

/s/ Joan K. Berg               Chief Financial Officer          May 15, 1998
----------------------         (principal financial and
Joan K. Berg                   accounting officer)

/s/ Ronald B. Raup             President and Director           May 15, 1998
----------------------                                                
Ronald B. Raup

/s/ D. Henderson                Director                        May 15, 1998
----------------------                                          
David A. Henderson

/s/ Gordon F. Stofer            Director                        May 15, 1998
----------------------                                          
Gordon F. Stofer

/s/ Larry A. Pape               Director                        May 15, 1998
----------------------                                       
Larry A. Pape

/s/ Karl T. Bruhn               Director                        May 15, 1998
----------------------                                          
Karl T. Bruhn

/s/ Benson K. Whitney           Director                        May 15, 1998
----------------------                                            
Benson K. Whitney
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           CODA MUSIC TECHNOLOGY, INC.

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number            Exhibit Description

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