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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          HEALTH RISK MANAGEMENT, INC.
             (Exact Name of Registrant as Specified in its Charter)

Minnesota                                                        41-1407404
(State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
or Organization)

                              8000 West 78th Street
                          Minneapolis, Minnesota 55439
              (Address of Principal Executive Office and Zip Code)

           Health Risk Management, Inc. 1992 Long-Term Incentive Plan
                            (Full Title of the Plan)

                              Gary T. McIlroy, M.D.
                          Health Risk Management, Inc.
                              8000 West 78th Street
                          Minneapolis, Minnesota 55439
                                 (612) 829-3500
 (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
                            400,000 shares            $12.0625              $4,825,000              $1,462.12
                                                                                                    ---------

        TOTAL:                                                                                      $1,462.12
================================================================================================================
</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 August 21, 1997.
<PAGE>

     The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  1992 Long Term Incentive Plan. The contents
of the Registrant's  Registration  Statement on Form S-8, Reg. No. 33-60390, are
incorporated 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, State of Minnesota, on the 26th day
of August , 1997.


                                    HEALTH RISK MANAGEMENT, INC.
                                    (the "Registrant")



                                    By       /s/ Gary McIlroy
                                        Gary T. McIlroy, M.D.
                                        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.


<PAGE>
                               (Power of Attorney)

     Each of the undersigned constitutes and appoints Gary T. McIlroy and Thomas
P. Clark 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 Health  Risk  Management,  Inc.  relating  to the  Company's  1992
Long-Term Incentive 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.
<TABLE>
<CAPTION>
       Signature                              Title                                    Date
<S>                                 <C>                                             <C>   

/s/ Gary McIlroy                    Chairman of the Board, Chief                    August 26, 1997
Gary T. McIlroy, M.D.               Executive Officer and Director
                                    (principal executive officer)

/s/ Marlene Travis                  President, Chief Operating                      August 26, 1997
Marlene O. Travis                   Officer and Director

/s/ T. P. Clark                     Chief Financial Officer (prin-                  August 26, 1997
Thomas P. Clark                     cipal financial and accounting
                                    officer)

/s/ Gary M. Damkoehler              Director                                        August 26, 1997
Gary M. Damkoehler

/s/ Ronald R. Hahn                  Director                                        August 26, 1997
Ronald R. Hahn

/s/ Robert L. Montgomery            Director                                        August 26, 1997
Robert L. Mongtomery

/s/ Raymond G. Schultze             Director                                        August 26, 1997
Raymond G. Schultze, M.D.

/s/ V. K. Travis                    Director                                        August 26, 1997
Vance Kenneth Travis
</TABLE>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                          HEALTH RISK MANAGEMENT, 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 HEALTH RISK MANAGEMENT, INC.", "secsgml_size_bytes": 8220}]
{"company-data": {"conformed-name": "HEALTH RISK MANAGEMENT INC /MN/", "cik": "0000869486", "assigned-sic": "6411", "irs-number": "411407404", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34497", "film-number": "97671430"}, "business-address": {"street1": "8000 WEST 78TH STREET", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439", "phone": "6128293500"}, "mail-address": {"street1": "8000 WEST 78TH STREET", "city": "MINNEAPOLIS", "state": "MN", "zip": "55439"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          HEALTH RISK MANAGEMENT, INC.
             (Exact Name of Registrant as Specified in its Charter)

Minnesota                                                        41-1407404
(State or Other Juris-                                        (I.R.S. Employer
diction of Incorporation                                  Identification Number)
or Organization)

                              8000 West 78th Street
                          Minneapolis, Minnesota 55439
              (Address of Principal Executive Office and Zip Code)

           Health Risk Management, Inc. 1992 Long-Term Incentive Plan
                            (Full Title of the Plan)

                              Gary T. McIlroy, M.D.
                          Health Risk Management, Inc.
                              8000 West 78th Street
                          Minneapolis, Minnesota 55439
                                 (612) 829-3500
 (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
                            400,000 shares            $12.0625              $4,825,000              $1,462.12
                                                                                                    ---------

        TOTAL:                                                                                      $1,462.12
================================================================================================================
(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 August 21, 1997.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's  1992 Long Term Incentive Plan. The contents
of the Registrant's  Registration  Statement on Form S-8, Reg. No. 33-60390, are
incorporated 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, State of Minnesota, on the 26th day
of August , 1997.

                                    HEALTH RISK MANAGEMENT, INC.
                                    (the "Registrant")

                                    By       /s/ Gary McIlroy
                                        Gary T. McIlroy, M.D.
                                        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 Gary T. McIlroy and Thomas
P. Clark 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 Health  Risk  Management,  Inc.  relating  to the  Company's  1992
Long-Term Incentive 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/ Gary McIlroy                    Chairman of the Board, Chief                    August 26, 1997
Gary T. McIlroy, M.D.               Executive Officer and Director
                                    (principal executive officer)

/s/ Marlene Travis                  President, Chief Operating                      August 26, 1997
Marlene O. Travis                   Officer and Director

/s/ T. P. Clark                     Chief Financial Officer (prin-                  August 26, 1997
Thomas P. Clark                     cipal financial and accounting
                                    officer)

/s/ Gary M. Damkoehler              Director                                        August 26, 1997
Gary M. Damkoehler

/s/ Ronald R. Hahn                  Director                                        August 26, 1997
Ronald R. Hahn

/s/ Robert L. Montgomery            Director                                        August 26, 1997
Robert L. Mongtomery

/s/ Raymond G. Schultze             Director                                        August 26, 1997
Raymond G. Schultze, M.D.

/s/ V. K. Travis                    Director                                        August 26, 1997
Vance Kenneth Travis
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          HEALTH RISK MANAGEMENT, 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)