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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   EMPI, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Minnesota                                        41-1310335
      (State or Other Juris-                                (I.R.S. Employer
      diction of Incorporation                          Identification Number)
          or Organization)

                                599 Cardigan Road
                         St. Paul, Minnesota 55126-3965
              (Address of Principal Executive Office and Zip Code)

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

                            Joseph E. Laptewicz, Jr.
                      President and Chief Executive Officer
                                599 Cardigan Road
                         St. Paul, Minnesota 55126-3965
                                 (612) 415-9000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Thomas R. King
                            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 1997 Plan              Indefinite                  $ 0.00                    $ 0.00                    $ 0.00

     Common Stock
     issuable upon
  exercise of options
   granted under the
       1997 Plan              500,000 shares                $17.125                 $8,562,500                 $2,594.70
                                                                                                               ---------
        TOTAL:                                                                                                $2,594.70
================================================================================================================================
</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 May 13, 1997.

<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,


                                      - 1 -

<PAGE>



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 Ernst & Young 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.

         (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
         

                                      - 3 -

<PAGE>



         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 St. Paul and State of Minnesota, on the 13th day
of May , 1997.


                               EMPI, INC.
                               (the "Registrant")



                               By  /s/ J. E. Laptewicz, Jr.
                               Joseph E. Laptewicz, Jr.
                               President, Chief Executive Officer and Acting
                               Chief Financial 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 Joseph E. Laptewicz
and Donald D. Maurer 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 Empi, 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


                                      - 4 -

<PAGE>



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/ J. E. Laptewicz, Jr.         President, Chief Executive        May 13, 1997
Joseph E. Laptewicz, Jr.         Officer and Acting Chief Financial
                                 Officer (principal executive
                                 officer and principal financial
                                 and accounting officer)


/s/ Scott R. Anderson            Director                          May 13, 1997
Scott R. Anderson


/s/ Everett F. Carter            Director                          May 13, 1997
Everett F. Carter


/s/ Donald D. Maurer             Director                          May 13, 1997
Donald D. Maurer


/s/ Harold G. Olson              Director                          May 13, 1997
Harold G. Olson


/s/ K. F. Tempero                Director                          May 13, 1997
Kenneth F. Tempero, M.D., Ph.D.




                                      - 5 -

<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   EMPI, 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
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR 1997 STOCK OPTION PLAN", "secsgml_size_bytes": 17832}]
{"company-data": {"conformed-name": "EMPI INC", "cik": "0000317032", "assigned-sic": "3845", "irs-number": "411310335", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27249", "film-number": "97610129"}, "business-address": {"street1": "1275 GREY FOX RD", "city": "ST PAUL", "state": "MN", "zip": "55112-6989", "phone": "6126366600"}, "mail-address": {"street2": "1275 GREY FOX ROAD", "city": "ST PAUL", "state": "MN", "zip": "55112-6989"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                   EMPI, INC.
             (Exact Name of Registrant as Specified in its Charter)

             Minnesota                                        41-1310335
      (State or Other Juris-                                (I.R.S. Employer
      diction of Incorporation                          Identification Number)
          or Organization)

                                599 Cardigan Road
                         St. Paul, Minnesota 55126-3965
              (Address of Principal Executive Office and Zip Code)

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

                            Joseph E. Laptewicz, Jr.
                      President and Chief Executive Officer
                                599 Cardigan Road
                         St. Paul, Minnesota 55126-3965
                                 (612) 415-9000
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                 Thomas R. King
                            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              500,000 shares                $17.125                 $8,562,500                 $2,594.70
                                                                                                               ---------
        TOTAL:                                                                                                $2,594.70
================================================================================================================================
(1)      In  addition,  pursuant to Rule 416 under the  Securities  Act of 1933,
         this  Registration  Statement  also covers an  indeterminate  amount of
         interests to be offered or sold  pursuant to the employee  benefit plan
         described  herein  and  any  additional  securities  which  may  become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the  registration  fee and based  upon the  average of the high and low
         prices of the Registrant's Common Stock on May 13, 1997.
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,

                                      - 1 -
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 Ernst & Young 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.

         (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
         

                                      - 3 -
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 St. Paul and State of Minnesota, on the 13th day
of May , 1997.

                               EMPI, INC.
                               (the "Registrant")

                               By  /s/ J. E. Laptewicz, Jr.
                               Joseph E. Laptewicz, Jr.
                               President, Chief Executive Officer and Acting
                               Chief Financial 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 Joseph E. Laptewicz
and Donald D. Maurer 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 Empi, 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

                                      - 4 -
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/ J. E. Laptewicz, Jr.         President, Chief Executive        May 13, 1997
Joseph E. Laptewicz, Jr.         Officer and Acting Chief Financial
                                 Officer (principal executive
                                 officer and principal financial
                                 and accounting officer)

/s/ Scott R. Anderson            Director                          May 13, 1997
Scott R. Anderson

/s/ Everett F. Carter            Director                          May 13, 1997
Everett F. Carter

/s/ Donald D. Maurer             Director                          May 13, 1997
Donald D. Maurer

/s/ Harold G. Olson              Director                          May 13, 1997
Harold G. Olson

/s/ K. F. Tempero                Director                          May 13, 1997
Kenneth F. Tempero, M.D., Ph.D.

                                      - 5 -
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   EMPI, 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