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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         Northwest Teleproductions, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                            41-0641789
   (State or Other Juris-                                   (I.R.S. Employer
  diction of Incorporation                                Identification Number)
     or Organization)

                              4455 West 77th Street
                          Minneapolis, Minnesota 55535
              (Address of Principal Executive Office and Zip Code)


             Northwest Teleproductions, Inc. 1993 Stock Option Plan
                            (Full Title of the Plan)


                          Phillip A. Staden, President
                         Northwest Teleproductions, Inc.
                              4455 West 77th Street
                          Minneapolis, Minnesota 55435
                                 (612) 835-4455
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 David C. Grorud
                            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
         Plan                 Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
       the Plan
                            180,000 shares             $0.25                 $45,000                 $12.51
                                                                                                      -----
        TOTAL:                                                                                       $12.51
======================== ====================== ====================== ====================== ======================
</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 bid and asked
         prices of the Registrant's Common Stock on July 21, 1999.



<PAGE>




         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1993 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 33-69036, 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 Minneapolis and State of Minnesota, on the 23rd
day of July, 1999.


                               NORTHWEST TELEPRODUCTIONS, INC.
                               (the "Registrant")



                               By       /s/ Phillip A. Staden
                                   Phillip A. Staden, President



         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 C. McGrath and
Phillip A. Staden 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 Northwest Teleproductions, Inc. relating to the
Company's 1993 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/ Phillip. A. Staden      President, Chief Executive Officer,   July 23, 1999
Phillip A. Staden           Chief Financial Officer and Director
                            (principal executive officer and
                            principal financial and accounting officer)


/s/ John C. McGrath         Chairman of the Board and Director    July 23, 1999
John C. McGrath


/s/ Ronald V. Kelly         Director                              July 23, 1999
Ronald V. Kelly


/s/ Steven Lose             Director                              July 23, 1999
Steven Lose


/s/ Gerald W. Simonson      Director                              July 23, 1999
Gerald W. Simonson

<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                         NORTHWEST TELEPRODUCTIONS, 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 current independent accountants
23.2              Consent of former independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1993 STOCK OPTION PLAN", "secsgml_size_bytes": 7470}]
{"company-data": {"conformed-name": "NORTHWEST TELEPRODUCTIONS INC", "cik": "0000073048", "assigned-sic": "7812", "irs-number": "410641789", "state-of-incorporation": "MN", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83769", "film-number": "99670415"}, "business-address": {"street1": "4455 WEST 77TH STREET", "city": "MINNEAPOLIS", "state": "MN", "zip": "55435", "phone": "6128354455"}, "mail-address": {"street1": "4455 WEST 77TH STREET", "city": "MINNEAPOLIS", "state": "MN", "zip": "55435"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                         Northwest Teleproductions, Inc.
             (Exact Name of Registrant as Specified in its Charter)

         Minnesota                                            41-0641789
   (State or Other Juris-                                   (I.R.S. Employer
  diction of Incorporation                                Identification Number)
     or Organization)

                              4455 West 77th Street
                          Minneapolis, Minnesota 55535
              (Address of Principal Executive Office and Zip Code)

             Northwest Teleproductions, Inc. 1993 Stock Option Plan
                            (Full Title of the Plan)

                          Phillip A. Staden, President
                         Northwest Teleproductions, Inc.
                              4455 West 77th Street
                          Minneapolis, Minnesota 55435
                                 (612) 835-4455
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                                 David C. Grorud
                            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
                            180,000 shares             $0.25                 $45,000                 $12.51
                                                                                                      -----
        TOTAL:                                                                                       $12.51
======================== ====================== ====================== ====================== ======================
(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 bid and asked
         prices of the Registrant's Common Stock on July 21, 1999.
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1993 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg. No. 33-69036, 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 Minneapolis and State of Minnesota, on the 23rd
day of July, 1999.

                               NORTHWEST TELEPRODUCTIONS, INC.
                               (the "Registrant")

                               By       /s/ Phillip A. Staden
                                   Phillip A. Staden, President

         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 C. McGrath and
Phillip A. Staden 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 Northwest Teleproductions, Inc. relating to the
Company's 1993 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/ Phillip. A. Staden      President, Chief Executive Officer,   July 23, 1999
Phillip A. Staden           Chief Financial Officer and Director
                            (principal executive officer and
                            principal financial and accounting officer)

/s/ John C. McGrath         Chairman of the Board and Director    July 23, 1999
John C. McGrath

/s/ Ronald V. Kelly         Director                              July 23, 1999
Ronald V. Kelly

/s/ Steven Lose             Director                              July 23, 1999
Steven Lose

/s/ Gerald W. Simonson      Director                              July 23, 1999
Gerald W. Simonson
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         NORTHWEST TELEPRODUCTIONS, 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 current independent accountants
23.2              Consent of former independent accountants
24                Power of attorney (See Signature Page)