<PAGE>

      As filed with the Securities and Exchange Commission on September 29, 1997

                                                   Registration No. 333-________


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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                  -----------------

                               NUTRITION MEDICAL, INC.
                (Exact name of registrant as specified in its charter)

                Minnesota                                 41-1756256
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)


         9850 51st Avenue North
                Suite 110
         Minneapolis, Minnesota                              55442
 (Address of Principal Executive Offices)                  (Zip Code)

                               NUTRITION MEDICAL, INC.
                    1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
                     1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plans)



    William L. Rush, President              Copy to:  Kenneth L. Cutler, Esq.
    Nutrition Medical, Inc.                   Dorsey & Whitney LLP
    9850 51st Avenue North                    Pillsbury Center South
         Suite 110                            220 South Sixth Street
    Minneapolis, Minnesota 55442              Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
         (612) 551-9595
(Telephone number, including area code,
    of agent for service)
                                    -------------


<TABLE>
<CAPTION>

                                                       CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------


<S>                          <C>                 <C>                      <C>                           <C>
                                                      Proposed                 Proposed
Title of each class                               Maximum Offering             Maximum
of Securities to be          Amount to be              Price               Aggregate Offering                Amount of
    registered               registered             per Share (1)              Price (1)                  Registration Fee


    Common Stock
   ($.01 par value)         900,000 Shares            $2.5625                 $2,306,250                      $698.87

</TABLE>
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended,
and based upon the average high and low prices for such Common Stock on
September 23, 1997, as reported on the Nasdaq SmallCap Market.
--------------------------------------------------------------------------------

<PAGE>

                                       PART II.
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Nutrition Medical,
Inc.  (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:

              (a)  The Company's Annual Report on Form 10-KSB for the year
         ended December 31, 1996;

              (b)(1)  The Company's Current Report on Form 8-K filed January
         23, 1997;
         
                 (2)  The Company's Amended Current Report on Form 8-K/A filed
         March 31, 1997;

                 (3)  The Company's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 1997;

                 (4)  The Company's Quarterly Report on Form 10-QSB for the
         quarter ended June 30, 1997; and

              (c)  The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A dated March 14, 1997,
         and any amendment or report filed to update such description filed
         subsequent to the date of this Prospectus and prior to the termination
         of the offering of the Common Stock offered hereby.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A partner and employee of Dorsey & Whitney LLP own a total of 47,037
shares of Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Second Restated Articles of Incorporation limit the 
liability of directors in their capacity as directors to the Company or its 
shareholders to the full extent permitted by Minnesota law.  Minnesota law 
provides that, if so provided in a company's articles of incorporation, a 
director shall not be liable to the company or its shareholders for monetary 
damage for breach of fiduciary duty as a director, except (a) for any breach 
of the director's duty of loyalty to the company or its shareholders, (b) for 
acts or omissions not in good faith or which involve intentional misconduct 
or a knowing violation of law, (c) for dividends, stock repurchases and other 
distributions made in violation of Minnesota law or for violations of 
Minnesota securities laws, (d) for any

<PAGE>

transactions from which the director derived an improper personal benefit or (e)
for any act or omission  occurring prior to the effective date of the provision
in the company's articles of incorporation limiting such liability. These
provisions do not affect the availability of equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty,
although, as a practical matter, equitable relief may not be available. The
above provisions also do not limit liability of the directors for violations of,
or relieve them from the necessity of complying with, the federal securities
laws.

         The Second Restated Bylaws of the Company provide for indemnification
of the officers and directors of the Company to the extent permitted by Section
302A.521, subd. 2, of the Minnesota Statutes, as now enacted or hereafter
amended, which requires the Company to indemnify a person made or threatened to
be made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company, against judgments,
penalties, fines (including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan), settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the person (a)has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (b)acted in good faith; (c)received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (d)in the case of a criminal proceeding, had
no reasonable cause to believe the conduct  was unlawful; and (e)in the case of
acts or omissions occurring in the person's performance in the official capacity
of director or, for a person not a director, in the official capacity of
officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company.  In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances.  A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         4.1       Second Restated Articles of Incorporation of the Company
                   (incorporated by reference to Exhibit 3.1 to the Company's
                   Quarterly Report on Form 10-QSB for the quarter ended 
                   September 30, 1996 (File No. 333-9999)).

         4.2       Second Restated Bylaws of the Company (incorporated by
                   reference to Exhibit 3.2 to the Company's Quarterly Report
                   on Form 10-QSB for the quarter ended September 30, 1996 (File
                   No. 333-9999)).

         4.3       Specimen certificate representing the Common Stock of the
                   Company (incorporated by reference to Exhibit 4.1 to the
                   Company's Registration Statement on Form SB-2 (File No.
                   333-9999)).

         5.1       Opinion of Dorsey & Whitney LLP.


                                         -2-

<PAGE>

         23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
                   above).

         23.2      Consent of Ernst & Young LLP.
 

Item 9.  UNDERTAKINGS.

    A.  POST-EFFECTIVE AMENDMENTS.

         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:

              (a)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act of 1933;

              (b)  To reflect in the prospectus any facts or events which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement;

              (c)  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 subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

         (2)  That, for the purpose 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.  SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         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.  CLAIMS FOR INDEMNIFICATION.

         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


                                         -3-

<PAGE>

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 theopinion 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 the final adjudication of such issue.


                                         -4-

<PAGE>

                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 this 29th day of
September, 1997.


                                       NUTRITION MEDICAL, INC.


                                       By /s/ William L. Rush
                                          ----------------------------------
                                          William L. Rush
                                           Chairman of the Board, President and
                                            Chief Executive Officer

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

<TABLE>
<CAPTION>

         Signature                               Title                              Date
         ---------                               -----                              ----


<S>                                    <C>                                     <C>
  /s/ William L. Rush                  Chairman of the Board of                September 29, 1997
------------------------------         Directors, President and Chief
William L. Rush                        Executive Officer
                                       (principal executive officer)

  /s/ Richard J. Hegstrand             Chief Financial Officer                 September 29, 1997
------------------------------         (principal financial and
Richard J. Hegstrand                     accounting officer)

                                       Director                               
------------------------------
Kenneth L. Evenstad

  /s/ George E. Kline                  Director                                September 29, 1997
------------------------------
George E. Kline

  /s/ Lawrence A. Lehmkuhl             Director                                September 29, 1997
------------------------------
Lawrence A. Lehmkuhl

</TABLE>


                                         -5-

<PAGE>

                                    EXHIBIT INDEX


Exhibit
No.                                  Name
---                                  ----

5.1      Opinion of Dorsey & Whitney LLP.

23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above).

23.2     Consent of Ernst & Young LLP.


                                         -6-
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16953}]
{"company-data": {"conformed-name": "NUTRITION MEDICAL INC", "cik": "0001001136", "assigned-sic": "5122", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36619", "film-number": "97687279"}, "business-address": {"street1": "9850 51ST AVE N", "street2": "STE 110", "city": "MINNEAPOLIS", "state": "MN", "zip": "55442", "phone": "6126829288"}, "mail-address": {"street1": "308 12TH AVENUE SOUTH", "city": "BUFFALO", "state": "MN", "zip": "55313"}}
As filed with the Securities and Exchange Commission on September 29, 1997

                                                   Registration No. 333-________

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

                                       FORM S-8
                                REGISTRATION STATEMENT
                                        Under
                              THE SECURITIES ACT OF 1933
                                  -----------------

                               NUTRITION MEDICAL, INC.
                (Exact name of registrant as specified in its charter)

                Minnesota                                 41-1756256
      (State or other jurisdiction                     (I.R.S. Employer
    of incorporation or organization)                 Identification No.)

         9850 51st Avenue North
                Suite 110
         Minneapolis, Minnesota                              55442
 (Address of Principal Executive Offices)                  (Zip Code)

                               NUTRITION MEDICAL, INC.
                    1995 LONG-TERM INCENTIVE AND STOCK OPTION PLAN
                     1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                              (Full title of the plans)

    William L. Rush, President              Copy to:  Kenneth L. Cutler, Esq.
    Nutrition Medical, Inc.                   Dorsey & Whitney LLP
    9850 51st Avenue North                    Pillsbury Center South
         Suite 110                            220 South Sixth Street
    Minneapolis, Minnesota 55442              Minneapolis, Minnesota 55402-1498
(Name and address of agent for service)
         (612) 551-9595
(Telephone number, including area code,
    of agent for service)
                                    -------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Proposed                 Proposed
Title of each class                               Maximum Offering             Maximum
of Securities to be          Amount to be              Price               Aggregate Offering                Amount of
    registered               registered             per Share (1)              Price (1)                  Registration Fee

    Common Stock
   ($.01 par value)         900,000 Shares            $2.5625                 $2,306,250                      $698.87
--------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended,
and based upon the average high and low prices for such Common Stock on
September 23, 1997, as reported on the Nasdaq SmallCap Market.
--------------------------------------------------------------------------------
PART II.
                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which have been filed by Nutrition Medical,
Inc.  (the "Company") with the Securities and Exchange Commission, are
incorporated by reference in this Registration Statement, as of their respective
dates:

              (a)  The Company's Annual Report on Form 10-KSB for the year
         ended December 31, 1996;

              (b)(1)  The Company's Current Report on Form 8-K filed January
         23, 1997;
         
                 (2)  The Company's Amended Current Report on Form 8-K/A filed
         March 31, 1997;

                 (3)  The Company's Quarterly Report on Form 10-QSB for the
         quarter ended March 31, 1997;

                 (4)  The Company's Quarterly Report on Form 10-QSB for the
         quarter ended June 30, 1997; and

              (c)  The description of the Company's Common Stock contained in
         the Company's Registration Statement on Form 8-A dated March 14, 1997,
         and any amendment or report filed to update such description filed
         subsequent to the date of this Prospectus and prior to the termination
         of the offering of the Common Stock offered hereby.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the respective dates of filing of such
documents.

Item 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         A partner and employee of Dorsey & Whitney LLP own a total of 47,037
shares of Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Second Restated Articles of Incorporation limit the 
liability of directors in their capacity as directors to the Company or its 
shareholders to the full extent permitted by Minnesota law.  Minnesota law 
provides that, if so provided in a company's articles of incorporation, a 
director shall not be liable to the company or its shareholders for monetary 
damage for breach of fiduciary duty as a director, except (a) for any breach 
of the director's duty of loyalty to the company or its shareholders, (b) for 
acts or omissions not in good faith or which involve intentional misconduct 
or a knowing violation of law, (c) for dividends, stock repurchases and other 
distributions made in violation of Minnesota law or for violations of 
Minnesota securities laws, (d) for any
transactions from which the director derived an improper personal benefit or (e)
for any act or omission  occurring prior to the effective date of the provision
in the company's articles of incorporation limiting such liability. These
provisions do not affect the availability of equitable remedies, such as an
action to enjoin or rescind a transaction involving a breach of fiduciary duty,
although, as a practical matter, equitable relief may not be available. The
above provisions also do not limit liability of the directors for violations of,
or relieve them from the necessity of complying with, the federal securities
laws.

         The Second Restated Bylaws of the Company provide for indemnification
of the officers and directors of the Company to the extent permitted by Section
302A.521, subd. 2, of the Minnesota Statutes, as now enacted or hereafter
amended, which requires the Company to indemnify a person made or threatened to
be made a party to a proceeding by reason of the former or present official
capacity of the person with respect to the Company, against judgments,
penalties, fines (including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan), settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
the person in connection with the proceeding, if, with respect to the acts or
omissions of the person complained of in the proceeding, the person (a)has not
been indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (b)acted in good faith; (c)received no improper
personal benefit, and statutory procedure has been followed in the case of any
conflict of interest by a director; (d)in the case of a criminal proceeding, had
no reasonable cause to believe the conduct  was unlawful; and (e)in the case of
acts or omissions occurring in the person's performance in the official capacity
of director or, for a person not a director, in the official capacity of
officer, board committee member or employee, reasonably believed that the
conduct was in the best interests of the Company, or, in the case of performance
by a director, officer or employee of the Company involving service as a
director, officer, partner, trustee, employee or agent of another organization
or employee benefit plan, reasonably believed that the conduct was not opposed
to the best interests of the Company.  In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses in
advance of final disposition of the proceeding in certain instances.  A decision
as to required indemnification is made by a disinterested majority of the Board
of Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.  EXHIBITS.

         4.1       Second Restated Articles of Incorporation of the Company
                   (incorporated by reference to Exhibit 3.1 to the Company's
                   Quarterly Report on Form 10-QSB for the quarter ended 
                   September 30, 1996 (File No. 333-9999)).

         4.2       Second Restated Bylaws of the Company (incorporated by
                   reference to Exhibit 3.2 to the Company's Quarterly Report
                   on Form 10-QSB for the quarter ended September 30, 1996 (File
                   No. 333-9999)).

         4.3       Specimen certificate representing the Common Stock of the
                   Company (incorporated by reference to Exhibit 4.1 to the
                   Company's Registration Statement on Form SB-2 (File No.
                   333-9999)).

         5.1       Opinion of Dorsey & Whitney LLP.

                                         -2-
23.1      Consent of Dorsey & Whitney LLP (included in Exhibit 5.1
                   above).

         23.2      Consent of Ernst & Young LLP.
 

Item 9.  UNDERTAKINGS.

    A.  POST-EFFECTIVE AMENDMENTS.

         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:

              (a)  To include any prospectus required by Section 10(a)(3) of
                   the Securities Act of 1933;

              (b)  To reflect in the prospectus any facts or events which,
                   individually or in the aggregate, represent a fundamental
                   change in the information set forth in the registration
                   statement;

              (c)  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 subparagraphs (a) and (b) above will not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

         (2)  That, for the purpose 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.  SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

         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.  CLAIMS FOR INDEMNIFICATION.

         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

                                         -3-
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 theopinion 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 the final adjudication of such issue.

                                         -4-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe 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 this 29th day of
September, 1997.

                                       NUTRITION MEDICAL, INC.

                                       By /s/ William L. Rush
                                          ----------------------------------
                                          William L. Rush
                                           Chairman of the Board, President and
                                            Chief Executive Officer

    Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                               Title                              Date
         ---------                               -----                              ----
/s/ William L. Rush                  Chairman of the Board of                September 29, 1997
------------------------------         Directors, President and Chief
William L. Rush                        Executive Officer
                                       (principal executive officer)

  /s/ Richard J. Hegstrand             Chief Financial Officer                 September 29, 1997
------------------------------         (principal financial and
Richard J. Hegstrand                     accounting officer)

                                       Director                               
------------------------------
Kenneth L. Evenstad

  /s/ George E. Kline                  Director                                September 29, 1997
------------------------------
George E. Kline

  /s/ Lawrence A. Lehmkuhl             Director                                September 29, 1997
------------------------------
Lawrence A. Lehmkuhl
-5-
EXHIBIT INDEX

Exhibit
No.                                  Name
---                                  ----

5.1      Opinion of Dorsey & Whitney LLP.

23.1     Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 above).

23.2     Consent of Ernst & Young LLP.

                                         -6-