Registration No. 333-_________


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               Sparta Foods, Inc.

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                              Minnesota 41-1618240
                     (State or Other Juris- (I.R.S. Employer
                 diction of Incorporation Identification Number)
                                or Organization)

                               2570 Kasota Avenue
                            St. Paul, Minnesota 55108
              (Address of Principal Executive Office and Zip Code)



               Sparta Foods Amended and Restated Stock Option Plan
                            (Full Title of the Plan)


                                 Joel P. Bachul
                               Sparta Foods, Inc.
                               2570 Kasota Avenue
                            St. Paul, Minnesota 55108
                                 (612) 646-1888
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Daniel A. Yarano
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402


<TABLE>
<CAPTION>

                                          CALCULATION OF REGISTRATION FEE
================================================================================================================================
<S>                            <C>                     <C>                        <C>                       <C>
                                                       Proposed Maximum           Proposed 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                 950,000 shares               $ 1.3125                 $ 1,246,875                 $ 430

        TOTAL:                                                                                                  $ 430
================================================================================================================================
</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 April 9, 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.

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.

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 Amended and Restated Stock Option
         Plan.

  23.1   Consent of Fredrikson & Byron, P.A.  --  included in their opinion
         filed as Exhibit 5.

  23.2   Consent of McGladrey & Pullen, LLP.

  24     Power of Attorney from certain directors.

<PAGE>

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:

             (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  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.


<PAGE>

                                   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 11 day
of April, 1996.

                               SPARTA FOODS, INC.
                               (the "Registrant")



                              By /s/ Joel P. Bachul
                                Joel P. Bachul, President


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

     Each of the  undersigned  constitutes  and  appoints  Joel P. Bachul and A.
Merrill Ayers 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 Sparta Foods, Inc.,  relating to the Company's Amended and Restated
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/ Joel P. Bachul                                                April 11, 1996
Joel P. Bachul           President, Chief Executive
                         Officer and Director
                        (principal executive officer)

/s/ A. Merrill Ayers                                              April 11, 1996
A. Merrill Ayers         Chief Financial Officer
                         (principal financial and
                          accounting officer)


Larry Arnold             Director                                 April __, 1996


/s/ Edward K. Jorgensen  Director                                 April 11, 1996
Edward K. Jorgensen


/s/ Michael J. Kozlak    Director                                 April 12, 1996
Michael J. Kozlak

/s/ Richard H. Leepart   Director                                 April 11, 1996
Richard H. Leepart


/s/ R. Dean Nelson       Director                                 April 12, 1996
R. Dean Nelson


<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549






                               SPARTA FOODS, 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 regarding securities
                     under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (included on Signatures page)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16185}]
{"company-data": {"conformed-name": "SPARTA FOODS INC", "cik": "0000838171", "assigned-sic": "2090", "irs-number": "411618240", "state-of-incorporation": "MN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-02465", "film-number": "96546655"}, "business-address": {"street1": "2570 KASOTA AVE", "city": "ST PAUL", "state": "MN", "zip": "55108", "phone": "6126461888"}, "mail-address": {"street1": "2570 KASOTA AVE", "city": "ST PAUL", "state": "MN", "zip": "55108"}, "former-company": {"former-conformed-name": "SPARTA CORP", "date-changed": "19910127"}}
Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               Sparta Foods, Inc.

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

                              Minnesota 41-1618240
                     (State or Other Juris- (I.R.S. Employer
                 diction of Incorporation Identification Number)
                                or Organization)

                               2570 Kasota Avenue
                            St. Paul, Minnesota 55108
              (Address of Principal Executive Office and Zip Code)

               Sparta Foods Amended and Restated Stock Option Plan
                            (Full Title of the Plan)

                                 Joel P. Bachul
                               Sparta Foods, Inc.
                               2570 Kasota Avenue
                            St. Paul, Minnesota 55108
                                 (612) 646-1888
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                Daniel A. Yarano
                            Fredrikson & Byron, P.A.
                            1100 International Centre
                             900 Second Avenue South
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum           Proposed 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                 950,000 shares               $ 1.3125                 $ 1,246,875                 $ 430

        TOTAL:                                                                                                  $ 430
================================================================================================================================
(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 April 9, 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.

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.

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 Amended and Restated Stock Option
         Plan.

  23.1   Consent of Fredrikson & Byron, P.A.  --  included in their opinion
         filed as Exhibit 5.

  23.2   Consent of McGladrey & Pullen, 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:

             (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  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 11 day
of April, 1996.

                               SPARTA FOODS, INC.
                               (the "Registrant")

                              By /s/ Joel P. Bachul
                                Joel P. Bachul, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

     Each of the  undersigned  constitutes  and  appoints  Joel P. Bachul and A.
Merrill Ayers 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 Sparta Foods, Inc.,  relating to the Company's Amended and Restated
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/ Joel P. Bachul                                                April 11, 1996
Joel P. Bachul           President, Chief Executive
                         Officer and Director
                        (principal executive officer)

/s/ A. Merrill Ayers                                              April 11, 1996
A. Merrill Ayers         Chief Financial Officer
                         (principal financial and
                          accounting officer)

Larry Arnold             Director                                 April __, 1996

/s/ Edward K. Jorgensen  Director                                 April 11, 1996
Edward K. Jorgensen

/s/ Michael J. Kozlak    Director                                 April 12, 1996
Michael J. Kozlak

/s/ Richard H. Leepart   Director                                 April 11, 1996
Richard H. Leepart

/s/ R. Dean Nelson       Director                                 April 12, 1996
R. Dean Nelson
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               SPARTA FOODS, 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 regarding securities
                     under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (included on Signatures page)