As filed with the Securities and Exchange Commission on August 2, 1999
                                                      Registration No. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

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

                             -----------------------

                           SELECT COMFORT CORPORATION
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                 41-1597886
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

    6105 TRENTON LANE NORTH, SUITE 100
              MINNEAPOLIS, MN                                 55442
 (Address of Principal Executive Offices)                  (Zip Code)

                             -----------------------

                           SELECT COMFORT CORPORATION
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             -----------------------

                                 MARK A. KIMBALL
     SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE COUNSEL AND GENERAL COUNSEL
                           SELECT COMFORT CORPORATION
                       6105 TRENTON LANE NORTH, SUITE 100
                              MINNEAPOLIS, MN 55442
                                 (612) 551-7000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                            -------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                              --------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
 ===================== ================= ========================= ========================== ================
  TITLE OF SECURITIES    AMOUNT TO BE    PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE    AMOUNT OF
   TO BE REGISTERED    REGISTERED (1)(2)     PRICE PER UNIT (3)          OFFERING PRICE (3)   REGISTRATION FEE
 --------------------- ----------------- ------------------------- -------------------------- ----------------
 <S>                   <C>               <C>                       <C>                        <C>
 Common Stock, par         1,000,000               $7.14                   $7,140,000             $1,984.92
 value $0.01 per share     shares (2)
 ===================== ================= ========================= ========================== ================
</TABLE>


(1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended (the "Securities  Act"), this Registration  Statement also covers an
    indeterminate  number of additional shares that may be offered and sold as a
    result  of  anti-dilution   provisions  described  in  the  above-referenced
    employee benefit plan.

(2) Represents the increase in the total number of shares  reserved for issuance
    under Select  Comfort's 1997 Stock Incentive Plan. An aggregate of 1,397,082
    shares has been previously registered under a Registration Statement on Form
    S-8 (Reg. No.  333-70493).  This Registration  Statement also covers such an
    indeterminate  number of additional  shares as may be issued pursuant to the
    antidilution provisions of the 1997 Stock Incentive Plan.

(3) Estimated   solely  for  the  purpose  of  calculating  the  amount  of  the
    registration  fee.  The  calculations  are based on the average high and low
    reported sales prices of Select  Comfort's common stock on July 26, 1999, on
    the over-the-counter market, as reported by the Nasdaq National Market.

================================================================================
<PAGE>

                    STATEMENT UNDER GENERAL INSTRUCTION E --
                      REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
is filed solely to register an additional  1,000,000 shares of common stock, par
value $0.01 per share,  of Select  Comfort  reserved for  issuance  under Select
Comfort's 1997 Stock Incentive Plan. This increase was approved by the unanimous
vote of the Board of Directors of Select Comfort on February 24, 1999 and by the
shareholders  of Select Comfort on June 8, 1999.  Pursuant to Instruction E, the
contents  of Select  Comfort's  Registration  Statement  on Form  S-8,  File No.
333-70493,  including  without  limitation  periodic reports that Select Comfort
filed, or will file, after such Form S-8 to maintain current  information  about
Select  Comfort,  are hereby  incorporated  by reference into this  Registration
Statement pursuant to General Instruction E of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     In a July press release,  the Company released 1999 second quarter earnings
of $0.02 per share compared to analyst's consensus estimate of $0.15 per share.

     In July 1999,  the Company and certain of its officers and  directors  were
named as defendants in six lawsuits seeking class action filed by Select Comfort
shareholders  in U.S.  District Court in Minnesota.  The named  plaintiffs,  who
purport to act on behalf of a class of purchasers of the Company's  common stock
during the period from January 25, 1999 to June 7, 1999,  charge the  defendants
with  violations of the federal  securities  laws.  The suits allege a scheme to
defraud or deceive  purchasers of the Company's common stock through  defendants
nondisclosures  and   misrepresentations   of  material  financial   information
concerning  the  Company.  The  complaints  do not  specify an amount of damages
claimed.  The Company believes that the complaints are without merit and intends
to vigorously defend the claims.

     In a July press release,  the Company  disclosed that Daniel J. McAthie has
resigned as president  and CEO.  The Company has begun the search  process for a
new CEO, and the board of directors has formed a search committee.

ITEM 8.  EXHIBITS.

Exhibit No.     Description
-----------     -----------
    5.1         Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
   23.1         Consent of Oppenheimer Wolff & Donnelly LLP
                  (included in Exhibit 5.1)
   23.2         Consent of KPMG LLP
   24.1         Power of Attorney (see page 2)




                                       1
<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,  Select Comfort
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 July 29, 1999.

                                 SELECT COMFORT CORPORATION

                                 By:/s/Patrick A. Hopf
                                    Patrick A. Hopf
                                    President and Chief Executive Officer and
                                    Chairman of the Board
                                    (principal executive officer)


                                 By:/s/James C. Raabe
                                    James C. Raabe
                                    Chief Financial Officer
                                    (principal financial and accounting officer)


                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Patrick
A.  Hopf and  James C.  Raabe,  and  each of  them,  his or her true and  lawful
attorney-in-fact  and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any or all amendments (including post-effective amendments) to this 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  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary 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 substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed on July 29, 1999 by the following persons
in the capacities indicated.

SIGNATURE                                 TITLE

/s/Patrick A. Hopf                       President and Chief Executive Officer,
Patrick A. Hopf                          Chairman of the Board and Director

                                         Vice Chairman of the Board and Director
H. Robert Hawthorne

/s/Thomas J. Albani                      Director
Thomas J. Albani

/s/Christopher P. Kirchen                Director
Christopher P. Kirchen




                                       2
<PAGE>


/s/David T. Kollat                       Director
David T. Kollat

                                         Director
William J. Lansing

/s/Lawrence P. Murphy                    Director
Lawrence P. Murphy

/s/Ervin R. Shames                       Director
Ervin R. Shames

/s/Jean-Michel Valette                   Director
Jean-Michel Valette


                                       3
<PAGE>



                                INDEX TO EXHIBITS


 NO.                          ITEM                         METHOD OF FILING
-----  ---------------------------------------------- --------------------------
5.1    Opinion of Oppenheimer Wolff & Donnelly LLP... Filed herewith.

23.1   Consent of KPMG LLP........................... Filed herewith.

23.2   Consent of Oppenheimer Wolff & Donnelly LLP... Included in Exhibit 5.1.

24.1   Power of Attorney............................. Included on page 2 of this
                                                      Registration Statement.


<PAGE>


                                                                     EXHIBIT 5.1
                  [Oppenheimer Wolff & Donnelly LLP Letterhead]

August 2, 1999


Select Comfort Corporation
6105 Trenton Lane North, Suite 100
Minneapolis, Minnesota  55442

RE:  SELECT COMFORT CORPORATION
     REGISTRATION STATEMENT ON FORM S-8

Ladies/Gentlemen:

We have acted as counsel to Select Comfort Corporation,  a Minnesota corporation
(the  "Company"),  in  connection  with the  registration  by the  Company of an
additional  1,000,000 shares (the "Shares") of common stock,  $.01 par value per
share (the "Common  Stock"),  of the Company  issuable  under the Company's 1997
Stock Incentive Plan (the "Plan"),  pursuant to a Registration Statement on Form
S-8 filed with the  Securities  and Exchange  Commission  on August 2, 1999 (the
"Registration Statement").

In acting as counsel  for the Company and  arriving  at the  opinions  expressed
below,  we have  examined  and relied upon  originals  or copies,  certified  or
otherwise  identified  to our  satisfaction,  of such  records  of the  Company,
agreements and other instruments,  certificates of officers and  representatives
of the Company,  certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection  with  our  examination,   we  have  assumed  the  genuiness  of  all
signatures,  the authenticity of all documents tendered to us as originals,  the
legal capacity of all natural  persons and the conformity to original  documents
of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:

1.  The Company has the  corporate  authority  to issue the Shares in the manner
    and under the terms set forth in the Registration Statement.

2.  The Shares have been duly  authorized  and, when issued,  delivered and paid
    for in accordance with the Plan as set forth in the Registration  Statement,
    will be validly issued, fully paid and nonassessable.

We  express  no  opinion  with  respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability  thereto,  or the effect thereon,  of the
laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement and to its use as part of the Registration Statement.


Very truly yours,

OPPENHEIMER WOLFF & DONNELLY LLP

/s/Oppenheimer Wolff & Donnelly LLP




                                       1
<PAGE>


                                                                    EXHIBIT 23.2




                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use of our reports  incorporated  herein by  reference in this
Registration Statement on Form S-8.


                                              KPMG LLP

                                              /s/KPMG LLP

Minneapolis, Minnesota
August 2, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13912}]
{"company-data": {"conformed-name": "SELECT COMFORT CORP", "cik": "0000827187", "assigned-sic": "2510", "irs-number": "410157886", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84329", "film-number": "99676669"}, "business-address": {"street1": "6105 TRENTON LANE NORTH SUITE 100", "city": "PLYMOUTH", "state": "MN", "zip": "55442-3240", "phone": "6125517000"}}
As filed with the Securities and Exchange Commission on August 2, 1999
                                                      Registration No. 333-_____
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             -----------------------

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

                             -----------------------

                           SELECT COMFORT CORPORATION
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                 41-1597886
      (State or other jurisdiction of                    (I.R.S. Employer
      incorporation or organization)                   Identification No.)

    6105 TRENTON LANE NORTH, SUITE 100
              MINNEAPOLIS, MN                                 55442
 (Address of Principal Executive Offices)                  (Zip Code)

                             -----------------------

                           SELECT COMFORT CORPORATION
                            1997 STOCK INCENTIVE PLAN
                            (Full title of the plan)

                             -----------------------

                                 MARK A. KIMBALL
     SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE COUNSEL AND GENERAL COUNSEL
                           SELECT COMFORT CORPORATION
                       6105 TRENTON LANE NORTH, SUITE 100
                              MINNEAPOLIS, MN 55442
                                 (612) 551-7000
                      (Name, address and telephone number,
                   including area code, of agent for service)

                            -------------------------
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
           IMMEDIATELY UPON THE FILING OF THIS REGISTRATION STATEMENT
                              --------------------
                         CALCULATION OF REGISTRATION FEE

 ===================== ================= ========================= ========================== ================
  TITLE OF SECURITIES    AMOUNT TO BE    PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE    AMOUNT OF
   TO BE REGISTERED    REGISTERED (1)(2)     PRICE PER UNIT (3)          OFFERING PRICE (3)   REGISTRATION FEE
 --------------------- ----------------- ------------------------- -------------------------- ----------------
Common Stock, par         1,000,000               $7.14                   $7,140,000             $1,984.92
 value $0.01 per share     shares (2)
 ===================== ================= ========================= ========================== ================
(1) In addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933, as
    amended (the "Securities  Act"), this Registration  Statement also covers an
    indeterminate  number of additional shares that may be offered and sold as a
    result  of  anti-dilution   provisions  described  in  the  above-referenced
    employee benefit plan.

(2) Represents the increase in the total number of shares  reserved for issuance
    under Select  Comfort's 1997 Stock Incentive Plan. An aggregate of 1,397,082
    shares has been previously registered under a Registration Statement on Form
    S-8 (Reg. No.  333-70493).  This Registration  Statement also covers such an
    indeterminate  number of additional  shares as may be issued pursuant to the
    antidilution provisions of the 1997 Stock Incentive Plan.

(3) Estimated   solely  for  the  purpose  of  calculating  the  amount  of  the
    registration  fee.  The  calculations  are based on the average high and low
    reported sales prices of Select  Comfort's common stock on July 26, 1999, on
    the over-the-counter market, as reported by the Nasdaq National Market.

================================================================================
STATEMENT UNDER GENERAL INSTRUCTION E --
                      REGISTRATION OF ADDITIONAL SECURITIES

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
is filed solely to register an additional  1,000,000 shares of common stock, par
value $0.01 per share,  of Select  Comfort  reserved for  issuance  under Select
Comfort's 1997 Stock Incentive Plan. This increase was approved by the unanimous
vote of the Board of Directors of Select Comfort on February 24, 1999 and by the
shareholders  of Select Comfort on June 8, 1999.  Pursuant to Instruction E, the
contents  of Select  Comfort's  Registration  Statement  on Form  S-8,  File No.
333-70493,  including  without  limitation  periodic reports that Select Comfort
filed, or will file, after such Form S-8 to maintain current  information  about
Select  Comfort,  are hereby  incorporated  by reference into this  Registration
Statement pursuant to General Instruction E of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     In a July press release,  the Company released 1999 second quarter earnings
of $0.02 per share compared to analyst's consensus estimate of $0.15 per share.

     In July 1999,  the Company and certain of its officers and  directors  were
named as defendants in six lawsuits seeking class action filed by Select Comfort
shareholders  in U.S.  District Court in Minnesota.  The named  plaintiffs,  who
purport to act on behalf of a class of purchasers of the Company's  common stock
during the period from January 25, 1999 to June 7, 1999,  charge the  defendants
with  violations of the federal  securities  laws.  The suits allege a scheme to
defraud or deceive  purchasers of the Company's common stock through  defendants
nondisclosures  and   misrepresentations   of  material  financial   information
concerning  the  Company.  The  complaints  do not  specify an amount of damages
claimed.  The Company believes that the complaints are without merit and intends
to vigorously defend the claims.

     In a July press release,  the Company  disclosed that Daniel J. McAthie has
resigned as president  and CEO.  The Company has begun the search  process for a
new CEO, and the board of directors has formed a search committee.

ITEM 8.  EXHIBITS.

Exhibit No.     Description
-----------     -----------
    5.1         Opinion and Consent of Oppenheimer Wolff & Donnelly LLP
   23.1         Consent of Oppenheimer Wolff & Donnelly LLP
                  (included in Exhibit 5.1)
   23.2         Consent of KPMG LLP
   24.1         Power of Attorney (see page 2)

                                       1
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,  Select Comfort
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of  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 July 29, 1999.

                                 SELECT COMFORT CORPORATION

                                 By:/s/Patrick A. Hopf
                                    Patrick A. Hopf
                                    President and Chief Executive Officer and
                                    Chairman of the Board
                                    (principal executive officer)

                                 By:/s/James C. Raabe
                                    James C. Raabe
                                    Chief Financial Officer
                                    (principal financial and accounting officer)

                                POWER OF ATTORNEY

     Each person whose signature  appears below constitutes and appoints Patrick
A.  Hopf and  James C.  Raabe,  and  each of  them,  his or her true and  lawful
attorney-in-fact  and agent with full powers of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any or all amendments (including post-effective amendments) to this 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  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing  requisite or necessary 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 substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed on July 29, 1999 by the following persons
in the capacities indicated.

SIGNATURE                                 TITLE

/s/Patrick A. Hopf                       President and Chief Executive Officer,
Patrick A. Hopf                          Chairman of the Board and Director

                                         Vice Chairman of the Board and Director
H. Robert Hawthorne

/s/Thomas J. Albani                      Director
Thomas J. Albani

/s/Christopher P. Kirchen                Director
Christopher P. Kirchen

                                       2
/s/David T. Kollat                       Director
David T. Kollat

                                         Director
William J. Lansing

/s/Lawrence P. Murphy                    Director
Lawrence P. Murphy

/s/Ervin R. Shames                       Director
Ervin R. Shames

/s/Jean-Michel Valette                   Director
Jean-Michel Valette

                                       3
INDEX TO EXHIBITS

 NO.                          ITEM                         METHOD OF FILING
-----  ---------------------------------------------- --------------------------
5.1    Opinion of Oppenheimer Wolff & Donnelly LLP... Filed herewith.

23.1   Consent of KPMG LLP........................... Filed herewith.

23.2   Consent of Oppenheimer Wolff & Donnelly LLP... Included in Exhibit 5.1.

24.1   Power of Attorney............................. Included on page 2 of this
                                                      Registration Statement.
EXHIBIT 5.1
                  [Oppenheimer Wolff & Donnelly LLP Letterhead]

August 2, 1999

Select Comfort Corporation
6105 Trenton Lane North, Suite 100
Minneapolis, Minnesota  55442

RE:  SELECT COMFORT CORPORATION
     REGISTRATION STATEMENT ON FORM S-8

Ladies/Gentlemen:

We have acted as counsel to Select Comfort Corporation,  a Minnesota corporation
(the  "Company"),  in  connection  with the  registration  by the  Company of an
additional  1,000,000 shares (the "Shares") of common stock,  $.01 par value per
share (the "Common  Stock"),  of the Company  issuable  under the Company's 1997
Stock Incentive Plan (the "Plan"),  pursuant to a Registration Statement on Form
S-8 filed with the  Securities  and Exchange  Commission  on August 2, 1999 (the
"Registration Statement").

In acting as counsel  for the Company and  arriving  at the  opinions  expressed
below,  we have  examined  and relied upon  originals  or copies,  certified  or
otherwise  identified  to our  satisfaction,  of such  records  of the  Company,
agreements and other instruments,  certificates of officers and  representatives
of the Company,  certificates of public officials and other documents as we have
deemed necessary or appropriate as a basis for the opinions expressed herein. In
connection  with  our  examination,   we  have  assumed  the  genuiness  of  all
signatures,  the authenticity of all documents tendered to us as originals,  the
legal capacity of all natural  persons and the conformity to original  documents
of all documents submitted to us as certified or photostatic copies.

Based on the foregoing, and subject to the qualifications and limitations stated
herein, it is our opinion that:

1.  The Company has the  corporate  authority  to issue the Shares in the manner
    and under the terms set forth in the Registration Statement.

2.  The Shares have been duly  authorized  and, when issued,  delivered and paid
    for in accordance with the Plan as set forth in the Registration  Statement,
    will be validly issued, fully paid and nonassessable.

We  express  no  opinion  with  respect to laws other than those of the State of
Minnesota and the federal laws of the United States of America, and we assume no
responsibility as to the applicability  thereto,  or the effect thereon,  of the
laws of any other jurisdiction.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement and to its use as part of the Registration Statement.

Very truly yours,

OPPENHEIMER WOLFF & DONNELLY LLP

/s/Oppenheimer Wolff & Donnelly LLP

                                       1
EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use of our reports  incorporated  herein by  reference in this
Registration Statement on Form S-8.

                                              KPMG LLP

                                              /s/KPMG LLP

Minneapolis, Minnesota
August 2, 1999