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. 1991 Stock Option Plan
                            (Full Title of the Plan)


                                William H. Spell
                                    President
                         Eagle Pacific Industries, Inc.
                      333 South Seventh Street, Suite 2430
                          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 1991 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1991 Plan              1,000,000 shares              $ 3.00                   $3,000,000                 $909.09
                                                                                                                -------

        TOTAL:                                                                                                  $909.09
================================================================================================================================
</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  closing  price of the  Registrant's
     Common Stock on November 22, 1996.

<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  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 1991 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 27th
day of November , 1996.


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



                                       By /s/ Harry W. Spell
                                          Harry W. Spell, 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 Harry W. Spell and William
H. Spell 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 1991 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/ Harry W. Spell          Chairman of the Board           November 27  , 1996
Harry W. Spell              and Chief Executive Officer
                            (principal executive officer)


/s/ Pat Mertens             Chief Financial Officer         November 27  , 1996
Patrick M. Mertens          (principal financial and
                            accounting officer)


/s/ G. Peter Konen          Director                        November 27  , 1996
G. Peter Konen



/s/ George R. Long          Director                        November 27  , 1996
George R. Long



/s/ R. W. Perkins           Director                        November 27  , 1996
Richard W. Perkins



/s/ Bruce A. Richard        Director                        November 27  , 1996
Bruce A. Richard



/s/ Larry D. Schnase        Director                        November 27  , 1996
Larry D. Schnase


/s/ William H. Spell        Director                        November 27  , 1996
William H. 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)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR EAGLE PACIFIC INDUSTRIES, INC.", "secsgml_size_bytes": 17160}]
{"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": "333-17027", "film-number": "96673957"}, "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. 1991 Stock Option Plan
                            (Full Title of the Plan)

                                William H. Spell
                                    President
                         Eagle Pacific Industries, Inc.
                      333 South Seventh Street, Suite 2430
                          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 1991 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1991 Plan              1,000,000 shares              $ 3.00                   $3,000,000                 $909.09
                                                                                                                -------

        TOTAL:                                                                                                  $909.09
================================================================================================================================
(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  closing  price of the  Registrant's
     Common Stock on November 22, 1996.
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  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 1991 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 27th
day of November , 1996.

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

                                       By /s/ Harry W. Spell
                                          Harry W. Spell, 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 Harry W. Spell and William
H. Spell 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 1991 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/ Harry W. Spell          Chairman of the Board           November 27  , 1996
Harry W. Spell              and Chief Executive Officer
                            (principal executive officer)

/s/ Pat Mertens             Chief Financial Officer         November 27  , 1996
Patrick M. Mertens          (principal financial and
                            accounting officer)

/s/ G. Peter Konen          Director                        November 27  , 1996
G. Peter Konen

/s/ George R. Long          Director                        November 27  , 1996
George R. Long

/s/ R. W. Perkins           Director                        November 27  , 1996
Richard W. Perkins

/s/ Bruce A. Richard        Director                        November 27  , 1996
Bruce A. Richard

/s/ Larry D. Schnase        Director                        November 27  , 1996
Larry D. Schnase

/s/ William H. Spell        Director                        November 27  , 1996
William H. 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)