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
                            200,000 shares             $_1.00                $200,000                $59.00
                                                                                                      -----
        TOTAL:
                                                                                                     $59.00
======================== ====================== ====================== ====================== ======================

</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 20,1998.





<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 Statement on Form S-8, Reg.
No. 33-96624, 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 23rd
day of March, 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

<PAGE>




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-        March 23, 1998
John W. Paulson              tive Officer (principal
                             executive officer)


/s/ Joan K. Berg             Chief Financial Officer          March 23, 1998
Joan K. Berg                 (principal financial and
                              accounting officer)


/s/ Ronald B. Raup           President and Director           March 23, 1998
Ronald B. Raup


/s/ D. Henderson             Director                         March 23, 1998
David A. Henderson


                             Director                         March   , 1998
Gordon F. Stofer


/s/ Larry A. Pape            Director                         March 23, 1998
Larry A. Pape


/s/ Karl T. Bruhn            Director                         March 23, 1998
Karl T. Bruhn


/s/ Benson K. Whitney        Director                         March 23, 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": 7869}]
{"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": "333-48597", "film-number": "98572648"}, "business-address": {"street1": "6210 BURY DR", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55436-1718", "phone": "6129379611"}, "mail-address": {"street1": "6210 BURY DR", "city": "EDEN PRAIRIE", "state": "MN", "zip": "55346-1718"}}
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
                            200,000 shares             $_1.00                $200,000                $59.00
                                                                                                      -----
        TOTAL:
                                                                                                     $59.00
======================== ====================== ====================== ====================== ======================
(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 20,1998.
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 Statement on Form S-8, Reg.
No. 33-96624, 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 23rd
day of March, 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-        March 23, 1998
John W. Paulson              tive Officer (principal
                             executive officer)

/s/ Joan K. Berg             Chief Financial Officer          March 23, 1998
Joan K. Berg                 (principal financial and
                              accounting officer)

/s/ Ronald B. Raup           President and Director           March 23, 1998
Ronald B. Raup

/s/ D. Henderson             Director                         March 23, 1998
David A. Henderson

                             Director                         March   , 1998
Gordon F. Stofer

/s/ Larry A. Pape            Director                         March 23, 1998
Larry A. Pape

/s/ Karl T. Bruhn            Director                         March 23, 1998
Karl T. Bruhn

/s/ Benson K. Whitney        Director                         March 23, 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)