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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


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


        Minnesota                                             41-0832194
 (State or Other Juris-                                      (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)

                        2950 Xenium Lane North, Suite 108
                          Minneapolis, Minnesota 55441
              (Address of Principal Executive Office and Zip Code)


                 Waters Instruments, Inc. 1995 Stock Option Plan
                            (Full Title of the Plan)

                               Jerry W. Grabowski
                      President and Chief Executive Officer
                            Waters Instruments, Inc.
                        2950 Xenium Lane North, Suite 108
                          Minneapolis, Minnesota 55441
                                 (763) 551-1125
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)


                                   Copies to:
                              Elizabeth M. Reiskytl
                            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
       1995 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1995 Plan
                            225,000 shares             $4.7188              $1,061,730               $266.00
        TOTAL:
                                                                                                     $266.00
======================== ====================== ====================== ====================== ======================
</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 February 8, 2001.
<PAGE>

         The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1995 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 33-64937, 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 Minneapolis and State of Minnesota, on the 13th
day of February, 2001.


                                WATERS INSTRUMENTS, INC.
                                (the "Registrant")



                                By /s/ Jerry W. Grabowski
                                      Jerry W. Grabowski, President 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 Jerry W. Grabowski,
his true and lawful attorney-in-fact and agent, 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 Waters Instruments,
Inc. relating to the Company's 1995 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/ Jerry W. Grabowski       President, Chief Executive        February 13, 2001
Jerry W. Grabowski           Officer and Director
                             (principal executive officer)


/s/ Greg J. Anshus           Chief Financial Officer           February 13, 2001
Greg J. Anshus               (principal financial and
                             accounting officer)

/s/ William R. Franta        Director                          February 13, 2001
William R. Franta


/s/ John A. Grimstad         Secretary, General Counsel        February 13, 2001
John A. Grimstad             and Director


/s/ Charles G. Schiefelbein  Director                          February 13, 2001
Charles G. Schiefelbein



<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                            WATERS INSTRUMENTS, 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 accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR 1995 STOCK OPTION PLAN", "secsgml_size_bytes": 7428}]
{"company-data": {"conformed-name": "WATERS INSTRUMENTS INC", "cik": "0000104987", "assigned-sic": "3612", "irs-number": "410832194", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55482", "film-number": "1537008"}, "business-address": {"street1": "2411 SEVENTH ST NW", "city": "ROCHESTER", "state": "MN", "zip": "56001", "phone": "5072887777"}, "mail-address": {"street1": "2411 7TH ST  NW", "city": "ROCHESTER", "state": "NY", "zip": "56001"}, "former-company": {"former-conformed-name": "FLO TRONICS INC", "date-changed": "19710602"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

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

        Minnesota                                             41-0832194
 (State or Other Juris-                                      (I.R.S. Employer
diction of Incorporation                                  Identification Number)
   or Organization)

                        2950 Xenium Lane North, Suite 108
                          Minneapolis, Minnesota 55441
              (Address of Principal Executive Office and Zip Code)

                 Waters Instruments, Inc. 1995 Stock Option Plan
                            (Full Title of the Plan)

                               Jerry W. Grabowski
                      President and Chief Executive Officer
                            Waters Instruments, Inc.
                        2950 Xenium Lane North, Suite 108
                          Minneapolis, Minnesota 55441
                                 (763) 551-1125
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                              Elizabeth M. Reiskytl
                            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
       1995 Plan              Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
     the 1995 Plan
                            225,000 shares             $4.7188              $1,061,730               $266.00
        TOTAL:
                                                                                                     $266.00
======================== ====================== ====================== ====================== ======================
(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 February 8, 2001.
The purpose of this Registration Statement is to register additional
shares for issuance under the Registrant's 1995 Stock Option Plan. The contents
of the Registrant's Registration Statement on Form S-8, Reg.
No. 33-64937, 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 Minneapolis and State of Minnesota, on the 13th
day of February, 2001.

                                WATERS INSTRUMENTS, INC.
                                (the "Registrant")

                                By /s/ Jerry W. Grabowski
                                      Jerry W. Grabowski, President 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 Jerry W. Grabowski,
his true and lawful attorney-in-fact and agent, 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 Waters Instruments,
Inc. relating to the Company's 1995 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/ Jerry W. Grabowski       President, Chief Executive        February 13, 2001
Jerry W. Grabowski           Officer and Director
                             (principal executive officer)

/s/ Greg J. Anshus           Chief Financial Officer           February 13, 2001
Greg J. Anshus               (principal financial and
                             accounting officer)

/s/ William R. Franta        Director                          February 13, 2001
William R. Franta

/s/ John A. Grimstad         Secretary, General Counsel        February 13, 2001
John A. Grimstad             and Director

/s/ Charles G. Schiefelbein  Director                          February 13, 2001
Charles G. Schiefelbein
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            WATERS INSTRUMENTS, 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 accountants
24                Power of attorney (See Signature Page)