<PAGE>

          As filed with the Securities and Exchange Commission on July 30, 1997.
                                              Registration No. 333-_____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                          ____________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________________

                          MEDICAL GRAPHICS CORPORATION
             (Exact name of registrant as specified in its charter)

               MINNESOTA                               41-1316712
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

                              350 OAK GROVE PARKWAY
                          SAINT PAUL, MINNESOTA  55127
              (Address of Principal Executive Offices and zip code)
                          ____________________________

                 MEDICAL GRAPHICS CORPORATION WARRANT AGREEMENT

          MEDICAL GRAPHICS CORPORATION RESTRICTED STOCK GRANT AGREEMENT
                            (Full title of the Plans)
                          ____________________________
                                                  Copy to:
          Glenn D. Taylor, President              Thomas G. Lovett, IV
          Medical Graphics Corporation            Lindquist & Vennum P.L.L.P.
          350 Oak Grove Parkway                   4200 IDS Center
          Saint Paul, Minnesota 55127             Minneapolis, MN  55402
          (612) 484-4874                          (612) 371-3270
          (Name, address and telephone
           number, including area code,
           of agent for service)
                                 --------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                             Maximum      Maximum
Securities              Amount      Offering     Aggregate     Amount of
to be                    to be        Price      Offering    Registration
Registered            Registered    Per Share      Price          Fee

-------------------------------------------------------------------------------
Common Stock,       150,000 shares  $3.875(1)   $581,250(1)      $176.14
$.05 par value,
to be issued
pursuant to the
Warrant Agreement
of Mark W. Sheffert

Common Stock,        30,000         $3.875(1)    116,250          $35.23
$.05 par value,
to be issued
pursuant to the
Restricted Stock
Grant Agreement of
Mark W. Sheffert

-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Company's Common Stock on the Nasdaq National Market on
     July 23, 1997.

<PAGE>

                                     PART I

     Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.


                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a)  The Annual Report of the Company on Form 10-KSB for the fiscal year
          ended December 31, 1996, as amended by Amendment No. 1 on
          Form 10-KSB/A.

     (b)  The Quarterly Report of the Company on Form 10-QSB for the quarter
          ended March 31, 1997.

     (c)  The Definitive Proxy Statement dated May 2, 1997 for the Annual
          Meeting of Shareholders held on May 22, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.

The current description of the Company's Common Stock is as follows:

     COMMON STOCK.  The Company has one class of Capital Stock registered
     pursuant to Section 12 of the Securities Exchange Act of 1934 (the
     "Exchange Act"), Common Stock, $.05 par value.  The Company is authorized
     to issue up to 10,000,000 shares of Common Stock.  No share of Common Stock
     is entitled to preference over any other share, and each share is equal to
     any other share in all respects.  Holders are entitled to one vote for each
     share held of record at each meeting of shareholders.  In any distribution
     of capital assets, whether voluntary or involuntary, holders are entitled
     to receive pro rata the assets remaining after creditors have been paid in
     full.  Holders of Common Stock have no preemptive rights.  The outstanding
     shares are, and the Common Stock offered hereby upon payment therefore will
     be, fully paid and nonassessable.

     CUMULATIVE VOTING.  There is no cumulative voting for the election of
     directors.  Accordingly, the owners of a majority of shares of Common Stock
     outstanding may elect all of the directors, if they choose to do so, and
     the owners of the balance of such shares will not be able to elect any
     directors.

     DIVIDEND POLICY.  The Company has adopted the policy of retaining all of
     its earnings to finance the growth of its business and, accordingly, does
     not anticipate payment of any dividends in the foreseeable future.

                                        2

<PAGE>

     CLASS A STOCK. In addition, in March 1997, the Company's Board of Directors
     designated 500,000 shares of its Capital Stock as a new Class A Stock (the
     "Class A Stock") and established certain rights and preferences with
     respect to the Class A Stock.  The Class A Stock has a liquidation
     preference of $3.375 per share.  Each Class A share is currently
     convertible into one share of Capital Stock and has voting rights equal to
     the Capital Stock into which it is convertible.  The Company has a total of
     444,445 shares of Class A Stock outstanding.  The Class A Stock is not
     registered pursuant to Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Incorporation provide that the personal liability
of a director for monetary damages for breach of fiduciary duty as a director is
limited to the fullest extent permitted by Minnesota law.  Minnesota law provide
that a director is not liable to the Company or its shareholders for monetary
damages for a breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (iii) under Sections
302A.559 or 80A.23 of the Minnesota Statutes; (iv) for any transaction from
which the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the date such indemnification provision became
effective.  Provisions regarding indemnification of officers and directors of
the Company are also contained in Section 45 of the Company's Bylaws.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in such person's official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.  In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if 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.

     The issuance of the Warrant was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.

                                        3

<PAGE>

ITEM 8. EXHIBITS.  (Filed electronically herewith)

     Exhibit
     -------

     4.1    Warrant Agreement of Mark W. Sheffert
     4.2    Restricted Stock Grant Agreement of Mark W. Sheffert
     5.1    Opinion of Lindquist & Vennum P.L.L.P
     23.1   Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
     23.2   Consent of Deloitte & Touche LLP
     23.3   Consent of Ernst & Young LLP
     24.1   Power of Attorney (included on signature page)

ITEM 9. UNDERTAKINGS.

(a)  The Company hereby undertakes to:

     (1)  File, during any period in which offers or sells securities, a
post-effective amendment to this registration statement to:

          (i)  Include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

          (ii) Reflect in the prospectus any facts or events which, individually
     or together, represent a fundamental change in the information in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) under the Securities Act of 1933 if, in the
     aggregate, the changes in volume and price represent no more than a 20%
     change in the maximum aggregate offering price set forth in the
     "Calculation of Registration Fee" table in the effective registration
     statement; and

         (iii) Include any additional or changed material information on the
     plan of distribution.

     (2)  For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the


                                        4


<PAGE>

foregoing provisions, or otherwise, the small business issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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 the final adjudication of such issue.

                                        5

<PAGE>

                                   SIGNATURES

     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 Saint Paul, State of Minnesota, on July 22, 1997.

                         MEDICAL GRAPHICS CORPORATION


                         By   \s\ Glenn D. Taylor
                            ---------------------------------------------------
                                Glenn D. Taylor, President and
                                Chief Executive Officer

                                POWER OF ATTORNEY

     The undersigned officers and directors of Medical Graphics Corporation
hereby constitute and appoint Glenn D. Taylor and Mark W. Sheffert, or either of
them, with power to act one without the other, our true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for us and
in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof.

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

Signature
---------

   \s\ Glenn D. Taylor                       Dated: July 22, 1997
------------------------------------------
Glenn D. Taylor, President,
Chief Executive Officer
(Principal Executive Officer) and Director

   \s\ Dale H. Johnson                       Dated: July 22, 1997
------------------------------------------
Dale H. Johnson, Chief Financial
Officer (Principal Financial
Officer)

   \s\ Mark W. Sheffert                      Dated: July 22, 1997
------------------------------------------
Mark W. Sheffert, Chairman

   \s\ Anthony J. Adducci                    Dated: July 22, 1997
------------------------------------------
Anthony J. Adducci, Director


                                        6

<PAGE>

   \s\ Gerald T. Knight                      Dated: July 22, 1997
------------------------------------------
Gerald T. Knight, Director

   \s\ W. Edward McConaghay                  Dated: July 22, 1997
------------------------------------------
W. Edward McConaghay, Director

   \s\ Donald C. Wegmiller                   Dated: July 22, 1997
------------------------------------------
Donald C. Wegmiller, Director

   \s\ John C. Penn                          Dated: July 22, 1997
------------------------------------------
John C. Penn, Director

   \s\ John D. Wunsch                        Dated: July 22, 1997
------------------------------------------
John D. Wunsch, Director


                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17593}]
{"company-data": {"conformed-name": "MEDICAL GRAPHICS CORP /MN/", "cik": "0000352862", "assigned-sic": "3845", "irs-number": "411316712", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32465", "film-number": "97648500"}, "business-address": {"street1": "350 OAK GROVE PKWY", "city": "ST PAUL", "state": "MN", "zip": "55127-8599", "phone": "6124844874"}, "mail-address": {"street1": "350 OAK GROVE PARKWAY", "city": "ST PAUL", "state": "MN", "zip": "55127-8599"}}
As filed with the Securities and Exchange Commission on July 30, 1997.
                                              Registration No. 333-_____________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                          ____________________________
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                          ____________________________

                          MEDICAL GRAPHICS CORPORATION
             (Exact name of registrant as specified in its charter)

               MINNESOTA                               41-1316712
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                Identification No.)

                              350 OAK GROVE PARKWAY
                          SAINT PAUL, MINNESOTA  55127
              (Address of Principal Executive Offices and zip code)
                          ____________________________

                 MEDICAL GRAPHICS CORPORATION WARRANT AGREEMENT

          MEDICAL GRAPHICS CORPORATION RESTRICTED STOCK GRANT AGREEMENT
                            (Full title of the Plans)
                          ____________________________
                                                  Copy to:
          Glenn D. Taylor, President              Thomas G. Lovett, IV
          Medical Graphics Corporation            Lindquist & Vennum P.L.L.P.
          350 Oak Grove Parkway                   4200 IDS Center
          Saint Paul, Minnesota 55127             Minneapolis, MN  55402
          (612) 484-4874                          (612) 371-3270
          (Name, address and telephone
           number, including area code,
           of agent for service)
                                 --------------
                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
                                    Proposed     Proposed
Title of                             Maximum      Maximum
Securities              Amount      Offering     Aggregate     Amount of
to be                    to be        Price      Offering    Registration
Registered            Registered    Per Share      Price          Fee

-------------------------------------------------------------------------------
Common Stock,       150,000 shares  $3.875(1)   $581,250(1)      $176.14
$.05 par value,
to be issued
pursuant to the
Warrant Agreement
of Mark W. Sheffert

Common Stock,        30,000         $3.875(1)    116,250          $35.23
$.05 par value,
to be issued
pursuant to the
Restricted Stock
Grant Agreement of
Mark W. Sheffert

-------------------------------------------------------------------------------
(1)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) and (h) and based upon the average of the high and
     low prices of the Company's Common Stock on the Nasdaq National Market on
     July 23, 1997.
PART I

     Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference:

     (a)  The Annual Report of the Company on Form 10-KSB for the fiscal year
          ended December 31, 1996, as amended by Amendment No. 1 on
          Form 10-KSB/A.

     (b)  The Quarterly Report of the Company on Form 10-QSB for the quarter
          ended March 31, 1997.

     (c)  The Definitive Proxy Statement dated May 2, 1997 for the Annual
          Meeting of Shareholders held on May 22, 1997.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the
completion or termination of this offering of shares of Common Stock 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.

The current description of the Company's Common Stock is as follows:

     COMMON STOCK.  The Company has one class of Capital Stock registered
     pursuant to Section 12 of the Securities Exchange Act of 1934 (the
     "Exchange Act"), Common Stock, $.05 par value.  The Company is authorized
     to issue up to 10,000,000 shares of Common Stock.  No share of Common Stock
     is entitled to preference over any other share, and each share is equal to
     any other share in all respects.  Holders are entitled to one vote for each
     share held of record at each meeting of shareholders.  In any distribution
     of capital assets, whether voluntary or involuntary, holders are entitled
     to receive pro rata the assets remaining after creditors have been paid in
     full.  Holders of Common Stock have no preemptive rights.  The outstanding
     shares are, and the Common Stock offered hereby upon payment therefore will
     be, fully paid and nonassessable.

     CUMULATIVE VOTING.  There is no cumulative voting for the election of
     directors.  Accordingly, the owners of a majority of shares of Common Stock
     outstanding may elect all of the directors, if they choose to do so, and
     the owners of the balance of such shares will not be able to elect any
     directors.

     DIVIDEND POLICY.  The Company has adopted the policy of retaining all of
     its earnings to finance the growth of its business and, accordingly, does
     not anticipate payment of any dividends in the foreseeable future.

                                        2
CLASS A STOCK. In addition, in March 1997, the Company's Board of Directors
     designated 500,000 shares of its Capital Stock as a new Class A Stock (the
     "Class A Stock") and established certain rights and preferences with
     respect to the Class A Stock.  The Class A Stock has a liquidation
     preference of $3.375 per share.  Each Class A share is currently
     convertible into one share of Capital Stock and has voting rights equal to
     the Capital Stock into which it is convertible.  The Company has a total of
     444,445 shares of Class A Stock outstanding.  The Class A Stock is not
     registered pursuant to Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company's Articles of Incorporation provide that the personal liability
of a director for monetary damages for breach of fiduciary duty as a director is
limited to the fullest extent permitted by Minnesota law.  Minnesota law provide
that a director is not liable to the Company or its shareholders for monetary
damages for a breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
shareholders; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; (iii) under Sections
302A.559 or 80A.23 of the Minnesota Statutes; (iv) for any transaction from
which the director derived an improper personal benefit; or (v) for any act or
omission occurring prior to the date such indemnification provision became
effective.  Provisions regarding indemnification of officers and directors of
the Company are also contained in Section 45 of the Company's Bylaws.

     Section 302A.521 of the Minnesota Business Corporation Act provides that a
corporation shall indemnify any person made or threatened to be made a party to
a proceeding by reason of acts or omissions performed in such person's official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation.  In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if 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.

     The issuance of the Warrant was exempt from registration pursuant to
Section 4(2) of the Securities Act of 1933.

                                        3
ITEM 8. EXHIBITS.  (Filed electronically herewith)

     Exhibit
     -------

     4.1    Warrant Agreement of Mark W. Sheffert
     4.2    Restricted Stock Grant Agreement of Mark W. Sheffert
     5.1    Opinion of Lindquist & Vennum P.L.L.P
     23.1   Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
     23.2   Consent of Deloitte & Touche LLP
     23.3   Consent of Ernst & Young LLP
     24.1   Power of Attorney (included on signature page)

ITEM 9. UNDERTAKINGS.

(a)  The Company hereby undertakes to:

     (1)  File, during any period in which offers or sells securities, a
post-effective amendment to this registration statement to:

          (i)  Include any prospectus required by section 10(a)(3) of the
     Securities Act of 1933;

          (ii) Reflect in the prospectus any facts or events which, individually
     or together, represent a fundamental change in the information in the
     registration statement. Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high end of the estimated maximum offering range
     may be reflected in the form of prospectus filed with the Commission
     pursuant to Rule 424(b) under the Securities Act of 1933 if, in the
     aggregate, the changes in volume and price represent no more than a 20%
     change in the maximum aggregate offering price set forth in the
     "Calculation of Registration Fee" table in the effective registration
     statement; and

         (iii) Include any additional or changed material information on the
     plan of distribution.

     (2)  For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

     (3)  File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

(b)  The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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 (the "Act") may be permitted to directors, officers, and controlling
persons of the small business issuer pursuant to the

                                        4
foregoing provisions, or otherwise, the small business issuer 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 small business issuer of
expenses incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business issuer 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 the final adjudication of such issue.

                                        5
SIGNATURES

     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 Saint Paul, State of Minnesota, on July 22, 1997.

                         MEDICAL GRAPHICS CORPORATION

                         By   \s\ Glenn D. Taylor
                            ---------------------------------------------------
                                Glenn D. Taylor, President and
                                Chief Executive Officer

                                POWER OF ATTORNEY

     The undersigned officers and directors of Medical Graphics Corporation
hereby constitute and appoint Glenn D. Taylor and Mark W. Sheffert, or either of
them, with power to act one without the other, our true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for us and
in our stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and all
documents relating thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing necessary or advisable
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitutes, may lawfully do or
cause to be done by virtue hereof.

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

Signature
---------

   \s\ Glenn D. Taylor                       Dated: July 22, 1997
------------------------------------------
Glenn D. Taylor, President,
Chief Executive Officer
(Principal Executive Officer) and Director

   \s\ Dale H. Johnson                       Dated: July 22, 1997
------------------------------------------
Dale H. Johnson, Chief Financial
Officer (Principal Financial
Officer)

   \s\ Mark W. Sheffert                      Dated: July 22, 1997
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Mark W. Sheffert, Chairman

   \s\ Anthony J. Adducci                    Dated: July 22, 1997
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Anthony J. Adducci, Director

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\s\ Gerald T. Knight                      Dated: July 22, 1997
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Gerald T. Knight, Director

   \s\ W. Edward McConaghay                  Dated: July 22, 1997
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W. Edward McConaghay, Director

   \s\ Donald C. Wegmiller                   Dated: July 22, 1997
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Donald C. Wegmiller, Director

   \s\ John C. Penn                          Dated: July 22, 1997
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John C. Penn, Director

   \s\ John D. Wunsch                        Dated: July 22, 1997
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John D. Wunsch, Director

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