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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                            Kinnard Investments, Inc.
             (Exact Name of Registrant as Specified in its Charter)


      Minnesota                                               41-0972952
(State or Other Juris-                                     (I.R.S. Employer
diction of Incorporation                                 Identification Number)
  or Organization)


                             920 Second Avenue South
                          Minneapolis, Minnesota 55402
              (Address of Principal Executive Office and Zip Code)



                Kinnard Investments, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)

                                William F. Farley
                            Kinnard Investments, Inc.
                             920 Second Avenue South
                          Minneapolis, Minnesota 55402
                                 (612) 370-2700
 (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
       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             $6.50               $6,500,000              $1,917.50
                                                                                                     --------
        TOTAL:
                                                                                                    $1,917.50
======================== ====================== ====================== ====================== ======================

</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 March 26, 1998.




<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,  officers, employees and agents against judgments,  penalties, fines,

<PAGE>

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 Registrant'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  Registrant  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 Registrant 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 KPMG Peat Marwick LLP

                  23.3     Consent of Deloitte & Touche LLP

                  24       Power of Attorney from certain directors.



<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;

                                    (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

<PAGE>

                  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  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.




<PAGE>


                                   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 25th
day of March, 1998.


                                         KINNARD INVESTMENTS, INC.
                                         (the "Registrant")



                                          By   /s/ Hilding C. Nelson
                                               Chairman



         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 Hilding C. Nelson and
William F. Farley 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 Kinnard  Investments,  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.

   Signature                  Title                                Date


/s/ Hilding C. Nelson         Chairman                          March 25, 1998
Hilding C. Nelson


<PAGE>

/s/ William F. Farley         Chief Operating Officer and        March 25, 1998
William F. Farley             Director (principal executive
                              officer)

/s/ Daniel R. Sass            Treasurer (principal               March 25, 1998
Daniel R. Sass                financial and accounting officer)


/s/ Ronald A. Erickson        Director                           March 25, 1998
Ronald A. Erickson


                              Director                           March __, 1998
John J. Fauth


/s/ Stephen H. Fischer        Director                           March 25, 1998
Stephen H. Fischer


                              Director                           March __, 1998
John H. Grunewald


/s/ Andrew J. O'Connell       Director                           March 25, 1998
Andrew J. O'Connell


/s/ Robert S. Spong           Director                           March 25, 1998
Robert S. Spong


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                            KINNARD INVESTMENTS, 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 accountants
23.3              Consent of former independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19068}]
{"company-data": {"conformed-name": "KINNARD INVESTMENTS INC", "cik": "0000314037", "assigned-sic": "6211", "irs-number": "410972952", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48991", "film-number": "98583374"}, "business-address": {"street1": "920 SECOND AVE S", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "6123702700"}, "mail-address": {"street1": "920 SECOND AVENUE SOUTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402"}, "former-company": {"former-conformed-name": "OAHE INVESTMENTS INC", "date-changed": "19830616"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                            Kinnard Investments, Inc.
             (Exact Name of Registrant as Specified in its Charter)

      Minnesota                                               41-0972952
(State or Other Juris-                                     (I.R.S. Employer
diction of Incorporation                                 Identification Number)
  or Organization)

                             920 Second Avenue South
                          Minneapolis, Minnesota 55402
              (Address of Principal Executive Office and Zip Code)

                Kinnard Investments, Inc. 1997 Stock Option Plan
                            (Full Title of the Plan)

                                William F. Farley
                            Kinnard Investments, Inc.
                             920 Second Avenue South
                          Minneapolis, Minnesota 55402
                                 (612) 370-2700
 (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
       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             $6.50               $6,500,000              $1,917.50
                                                                                                     --------
        TOTAL:
                                                                                                    $1,917.50
======================== ====================== ====================== ====================== ======================
(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 March 26, 1998.
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,  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 Registrant'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  Registrant  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 Registrant 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 KPMG Peat Marwick LLP

                  23.3     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:

                                    (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  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 25th
day of March, 1998.

                                         KINNARD INVESTMENTS, INC.
                                         (the "Registrant")

                                          By   /s/ Hilding C. Nelson
                                               Chairman

         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 Hilding C. Nelson and
William F. Farley 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 Kinnard  Investments,  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.

   Signature                  Title                                Date

/s/ Hilding C. Nelson         Chairman                          March 25, 1998
Hilding C. Nelson
/s/ William F. Farley         Chief Operating Officer and        March 25, 1998
William F. Farley             Director (principal executive
                              officer)

/s/ Daniel R. Sass            Treasurer (principal               March 25, 1998
Daniel R. Sass                financial and accounting officer)

/s/ Ronald A. Erickson        Director                           March 25, 1998
Ronald A. Erickson

                              Director                           March __, 1998
John J. Fauth

/s/ Stephen H. Fischer        Director                           March 25, 1998
Stephen H. Fischer

                              Director                           March __, 1998
John H. Grunewald

/s/ Andrew J. O'Connell       Director                           March 25, 1998
Andrew J. O'Connell

/s/ Robert S. Spong           Director                           March 25, 1998
Robert S. Spong
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            KINNARD INVESTMENTS, 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 accountants
23.3              Consent of former independent accountants
24                Power of attorney (See Signature Page)