Technical[7]51	 .  
As filed with the Securities and Exchange Commission on December 
18, 1996
Registration No. 333-______



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

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

                  MESA LABORATORIES, INC.      
          (Exact name of Registrant as specified in its charter)



            COLORADO                        84-0872291        
(State or other jurisdiction of 	(I.R.S. Employer Identification
incorporation or organization)    No.)


12100 West Sixth Avenue, Lakewood, Colorado 80228
(Address of principal executive offices)               (zip code)



Mesa Laboratories, Inc.
Outside Directors Stock Option Plan
(Full title of the plan)



Luke R. Schmieder
12100 West 6TH Avenue, Lakewood, Colorado 80228
(Name and address of agent for service)


 (303) 987-8000                      
(Telephone number, including area code, of agent for service)



	Approximate date of commencement of proposed sale to 
the public:  From time to time after the Registration Statement 
becomes effective.

_______________________________________________________________

Exhibit Index Begins at Page 15


                                                                                
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>                                                                       

Title of	 Amount to be		Proposed	Proposed Amount of
Securities to be  registered (1)	maximum	maximum registration
registered	 offering	            aggregate	fee
		 price per	            offering	
		 share	                        price
    <S>         <C>               <C>         <C>       
Common Stock,
no par value	150,000 shares (2)	$946,500(2)	$286.82
                                                                                                                                

	(1)	Pursuant to Rule 416, this Registration Statement 
covers any additional shares of Common Stock ("shares") which 
become issuable under the Plan set forth herein by reason of any 
stock dividend, stock split, recapitalization or any other 
similar transaction without receipt of consideration which 
results in an increase in the number of shares outstanding.

	(2)	Pursuant to Rule 457(h) and 457(c), the offering price 
per share, the aggregate offering price and the amount of the 
filing fee were computed upon the bases of (i) the prices at 
which the existing outstanding options may be exercised (12,000 
shares at an exercise price of $7.00 per share, aggregating 
$84,000) and (ii) the closing price of the Common Stock within 
five business days prior to the date of filing of the 
Registration Statement, with respect to the authorized but 
unissued remaining options (138,000 shares at $6.25 per share, 
aggregating $862,500).
	
</TABLE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

	Pursuant to the requirements of the Note to Part I of Form 
S-8 and Rule 428(b)(1) of the Rules under the Securities Act of 
1933, as amended, the information required by Part I of Form S-8 
is incorporated by reference in the Reoffer Prospectus which 
follows.  The Reoffer Prospectus, together with the documents 
incorporated by reference pursuant to Item 3 of Part II of this 
Registration Statement, constitutes the Section 10(a) Prospectus.


REOFFER PROSPECTUS

	The material which follows, up to but not including the 
pages beginning Part II of this Registration Statement, 
constitutes a prospectus prepared in accordance with the 
applicable requirements of Part I of Form S-3 and General 
Instruction C to Form S-8, to be used in connection with resales 
of securities acquired under the Registrant's Outside Directors 
Stock Option Plan by affiliates of the Registrant, as defined in 
Rule 405 under the Securities Act of 1933, as amended.





REOFFER PROSPECTUS

150,000 SHARES
COMMON STOCK
(No Par Value)

MESA LABORATORIES, INC.

___________________________

OUTSIDE DIRECTORS STOCK OPTION PLAN
___________________________


	This Reoffer Prospectus ("Prospectus") relates to the 
offering by Mesa Laboratories, Inc. (the "Company") and the 
subsequent resale by the outside directors and affiliates of the 
Company (collectively, "affiliates") of up to 150,000 shares of 
the Company's no par value Common Stock (the "shares") 
purchasable pursuant to the Company's Outside Directors Stock 
Option Plan (the "Plan").  As of December 18, 1996, 12,000 shares 
were subject to outstanding options under the Plan and 138,000 
shares remained available for grant of options.

___________________________

	This Prospectus may be used by persons who are affiliates 
(as that term is defined under the Securities Act of 1933, as 
amended (the "Securities Act")) of the Company to effect resales 
of the shares purchased under the Plan.  See "Selling 
Stockholders."  The Company will receive no part of the proceeds 
of any such sales.

___________________________

	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

_____________________________

	No person is authorized to give any information or to make 
any representation not contained in this Prospectus in connection 
with the offer made hereby, and, if given or made, such 
information or representation must not be relied upon as having 
been authorized by the Company.  The delivery of this Prospectus 
at any time does not imply that the information herein is correct 
as of the time subsequent to the date hereof.  The expenses of 
preparing and filing the Registration Statement of which this 
Prospectus is a part are being borne by the Company.

_____________________________

The date of this Prospectus is December 18, 1996.






AVAILABLE INFORMATION

	The Company is a reporting company subject to the 
informational requirements of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), including Sections 14(a) 
and 14(c) relating to proxy and information statements, and in 
accordance therewith files reports and other information with the 
Securities and Exchange Commission (the "Commission").  Reports 
and other information filed by the Company can be inspected and 
copied at the public reference facilities maintained by the 
Commission at 450 Fifth Street, N.W., Washington, D.C.  20549; 
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511; and 7 World Trade Center, New York, New York 10048.  Copies 
of such material can be obtained from the Public Reference 
Section of the Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549 at prescribed rates.  The Company's common stock is 
traded on the Nasdaq National Market under the symbol "MLAB."  
Reports, proxy and information statements may be inspected at The 
Nasdaq Stock Market offices, 1735 K Street, N.W., Washington, 
D.C.  20006.

	The Company furnishes annual reports to its shareholders 
which include audited financial statements.  The Company may 
furnish quarterly financial statements to shareholders and such 
other reports as may be authorized, from time to time, by the 
Board of Directors.

INCORPORATION BY REFERENCE

	Certain documents have been incorporated by reference into 
this Prospectus, either in whole or in part.  The Company will 
provide without charge to each person to whom a Prospectus is 
delivered, upon written or oral request of such person, (i) a 
copy of any and all of the information that has been incorporated 
by reference (not including exhibits to the information unless 
such exhibits are specifically incorporated by reference into the 
information), and (ii) a copy of all documents and information 
required to be delivered by the Company pursuant to Rule 428(b).  
Requests for such information shall be addressed to the Company 
at 12100 West Sixth Avenue, Lakewood, Colorado 80228, telephone 
(303) 987-8000.


TABLE OF CONTENTS


Introduction	                                           3
Selling Stockholders                                    5
Method of Sale	                               5
SEC Position Regarding Indemnification       5
Description of the Plan	                   5
Applicable Securities Law Restrictions        6
Tax Consequences	                              7
Legal Matters	                                          7
Experts	                                          7 



INTRODUCTION

	Mesa Laboratories, Inc. (formerly Mesa Medical Inc.) 
(hereinafter referred to as the "Company" or "Mesa") was 
incorporated as a Colorado corporation on March 26, 1982.  The 
Company designs, develops, acquires, manufactures and markets 
instruments and systems utilized in connection with industrial 
applications and hemodialysis therapy.  In August 1984, the 
Company acquired Western Laboratories Corp., a manufacturer and 
marketer of a line of instruments for use in calibrating 
hemodialysis proportioning equipment.  In June 1989, the Company 
acquired the DATATRACEr product line of Ball Corporation.  In 
February 1993, the Company acquired the assets of NUSONICS, Inc., 
a manufacturer of ultrasonic flow meters and analyzers.

	The Company presently markets the DATATRACEr and ELOGGr 
recording systems which are used in various industrial 
applications; NUSONICSr Concentration Analyzers, Pipeline 
Interface Detectors and Flow Meter products which are used in 
various industrial applications; and two product lines used in 
dialysis [Western Meters and the ECHO Reprocessor].  The Company 
is also performing research and development to expand the 
application of its technology.

Temperature Recording

	The temperature recording market is highly segmented.  The 
DATATRACEr products have developed application niches within 
major industry segments such as food processing, pharmaceutical 
processing, transportation, electronics, aerospace, storage 
facilities and textile manufacturing. DATATRACEr products are 
used in any industry where temperature is critical to the 
manufacturing process, quality of the product or where product 
temperature profiles are required in a continuous or moving 
process environment.

Sonic Fluid Measurement

	The Company's sonic fluid measurement product line consists 
of two major segments: Sonic Flow Meters and Concentration 
Monitors.  While the total market for flow meters is very large, 
the NUSONICSr Sonic Flow Meters best serve applications where 
cleanliness, resistance to corrosives or portability are 
required.  Specific applications where the NUSONICSr products are 
particularly well suited include water treatment, chemical 
processing and heating, ventilation and air conditioning (HVAC) 
applications.

	The Concentration Monitor segment of the product line 
consists of Pipeline Interface Detectors and Concentration 
Analyzers.  The Pipeline Interface Detector serves a smaller 
market niche while the Concentration Analyzers serve a wider 
variety of industry application, such as chemical and food 
processing, pharmaceutical processing and polymerization 
processes.

Kidney Hemodialysis Treatment

	Patients with kidney failure (known as end stage renal 
disease, or ESRD) require the removal of toxic waste products and 
excess water through artificial means.  This process needs to be 
performed three times per week and is most often accomplished 
through the use of hemodialysis.  Hemodialysis requires the 
treatment to be conducted on a dialysis machine through the use 
of a disposable cartridge known as a dialyzer.  Blood is brought 
extracorporally to the dialysis machine for control and 
monitoring and passes through the dialyzer where waste products 
and excess water are removed.  This treatment generally lasts 
three to four hours and is conducted three times per week.  These 
hemodialysis procedures are performed in kidney dialysis centers, 
hospitals and in the home.  The bulk of the treatments are 
conducted in over 2,500 clinics and hospital centers.  Currently, 
there are over 175,000 patients in the U.S. undergoing dialysis 
therapy.

	Mesa's Western Meters are instruments that are used to test 
various parameters of the dialysis fluid (dialysate).  The meter 
line consists of five different meters.  Each measures some 
combination of temperature, pressure, pH and conductivity to 
ensure that the dialysate has the proper constituency to promote 
the transfer of waste products from the blood to the dialysate.  
The meters are used to check the conductivity and other variables 
of the dialysate before the dialysis process begins.  The meters 
provide a digital readout that the patient, physician or 
technician uses to verify that the dialysis unit is working 
within prescribed limits.

	The ECHO MM-1000 Dialyzer Reprocessor is a fully automated 
dialyzer reuse machine which automatically cleans, rinses, tests 
and delivers disinfectants to dialyzers after dialysis therapy, 
thereby allowing the dialyzer cartridges to be reused rather than 
disposed of after each use.  It is designed to accommodate 
virtually all manual reprocessing procedures in use today and can 
be programmed to automate them without extensive modification or 
rework.  Manual procedures have been used to reprocess dialyzers 
effectively for over 20 years and are the basis of most automated 
systems in use today. Additionally, the system can be programmed 
to use prescribed chemicals.  The ECHO System is totally self-
contained, aside from water and chemicals, and requires no user 
adjustments.

	Mesa's executive offices are located at 12100 West Sixth 
Avenue, Lakewood, Colorado 80228, telephone (303) 987-8000.




SELLING STOCKHOLDERS

	This Prospectus relates to possible sales by outside 
directors of the Company as indicated below of shares they 
acquire through exercise of options granted under the Plan.  The 
names of affiliates who may be Selling Stockholders from time to 
time are listed below.  The names of other affiliates who may 
offer shares for resale in the future, along with the number of 
shares which may be sold by each such affiliate from time to 
time, will be updated in supplements to this Prospectus, which 
will be filed with the Commission in accordance with Rule 424(b) 
under the Securities Act.  All Selling Stockholders are outside 
directors of the Company.  The address of each Selling 
Stockholder is the same as the Company's address.  All shares 
listed below for sale represent shares issuable upon exercise of 
options granted under the Plan.
<TABLE>
<CAPTION>
                         			Maximum Number of Shares 
                                                            Which May
Name of Selling Stockholder		Be Sold Upon Exercise of 
                                                           Options
      <S>                                                  <C>	
H. Stuart Campbell			4,000

Philip Quedenfeld			4,000

G. Lee Southard			4,000
</TABLE>

METHOD OF SALE

	Sales of the shares offered by this Prospectus will be made 
on The Nasdaq National Market, where the Company's common stock 
is listed for trading, or in other markets where the Company's 
common stock is traded, or in negotiated transactions.  Sales may 
involve payment of brokers' commissions by the Selling 
Stockholders.  There is no present plan of distribution.


SEC POSITION REGARDING INDEMNIFICATION

	The Company's Articles of Incorporation provide for 
indemnification of officers and directors, among other things, in 
instances in which they acted in good faith and in a manner they 
reasonably believed to be in, or not opposed to, the best 
interests of the Company and in which, with respect to criminal 
proceedings, they had no reasonable cause to believe their 
conduct was unlawful.

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Company under the provisions described above, the 
Company has been informed that, in the opinion of the Commission, 
indemnification is against public policy as expressed in that Act 
and is therefore unenforceable.


DESCRIPTION OF THE PLAN

	The Company and its shareholders have adopted and approved 
the Plan.  The Plan was adopted in order to enhance the Company's 
ability to secure and retain highly qualified and experienced 
individuals who are not regularly salaried employees of the 
Company to serve as directors of the Company.  The Plan provides 
generally that: (i) the purchase price of the common stock under 
each option granted shall not be less than the fair market value 
of the common stock on the date of grant; (ii) no director may be 
granted during any calendar year options to purchase more than 
20,000 shares of common stock; (iii) no option may be granted for 
a period of greater than ten years from the date of grant; and 
(iv) a maximum of 150,000 shares of common stock have been 
authorized and reserved for issuance under the Plan, subject to 
adjustment to reflect changes in the Company's capitalization in 
the case of a stock split, stock dividend or similar event.

	The Plan is administered by the Stock Option Committee 
consisting of directors of the Company who are not outside 
directors and are, therefore, not eligible to participate in the 
Plan.  The Stock Option Committee has the sole authority to 
interpret the Plan and to make all determinations necessary or 
advisable for administering the Plan.  If and to the extent that 
any option to purchase reserved shares shall not be exercised by 
an optionee for any reason or if such option to purchase shall 
terminate as provided by the Plan, such shares which have not 
been so purchased thereunder shall again become available for the 
purposes of the Plan unless the Plan shall have been terminated.

	The provisions of the Federal Employee Retirement Income 
Security Act of 1974 do not apply to the Plan.  Shares issuable 
upon exercise of options will not be purchased in open market 
transactions but will be issued by the Company from authorized 
shares.  Shares issuable under the Plan may be sold in the open 
market, without restrictions, as free trading securities.  There 
are no assets administered under the Plan, and, accordingly, no 
investment information is furnished herewith.

	Under certain circumstances, the options may be assigned, 
transferred, hypothecated or pledged by the option holder.  No 
person may create a lien on any securities under the Plan, except 
by operation of law.  However, there are no restrictions on the 
resale of the shares underlying the options.

	The Plan will remain in effect until March 25, 2006.  
Additional information concerning the Plan may be obtained from 
the Company at the address and telephone number indicated above.

APPLICABLE SECURITIES LAW RESTRICTIONS

	If the optionee is deemed to be an "affiliate" (as that term 
is defined under the Securities Act), the resale of the shares 
purchased upon exercise of options covered hereby may be subject 
to certain restrictions and requirements, including compliance 
with the provisions of Rule 144 promulgated under the Securities 
Act.

	In addition to the requirements imposed by the Securities 
Act, the antifraud provisions of the Exchange Act and the rules 
thereunder (including Rule 10b-5) are applicable to any sale of 
shares acquired pursuant to the Plan.

	Up to 150,000 shares may be issued under the Plan.  The 
Company has authorized 8,000,000 shares of Common Stock, of which 
4,330,901 shares are outstanding as of September 30, 1996.  
Shares of Common Stock outstanding are, and those to be issued 
upon exercise of options will be, fully paid and nonassessable, 
and each share of Common Stock is entitled to one vote at all 
shareholders' meetings.  All shares are equal to each other with 
respect to lien rights, liquidation rights and dividend rights.  
There are no preemptive rights to purchase additional shares by 
virtue of the fact that a person is a shareholder of the Company.  
Shareholders do not have the right to cumulate their votes for 
the election of directors.

	Persons who are officers or directors of the Company or who 
own at least ten percent of the Company's stock must comply with 
certain reporting requirements and resale restrictions pursuant 
to Sections 16(a) and 16(b) of the Exchange Act and the rules 
thereunder upon the receipt or disposition of any options.

TAX CONSEQUENCES

	The Company has been advised that the federal income tax 
consequences of the Plan to the Company and the optionees, and 
possible exercise of options granted under the Plan, will depend 
upon future circumstances and possible changes in the tax laws.  
The following summary discussion addresses certain federal 
income tax consequences of the Plan.  This discussion does 
not purport to address all of the tax consequences that may 
be applicable to any particular outside director or to the 
Company.  In addition, this discussion does not address 
foreign, state, or local taxes, nor does it address federal 
taxes other than federal income tax.  This discussion is 
based upon applicable statutes, regulations, case law, 
administrative interpretations and judicial decisions in 
effect as of the date of this Prospectus.

	The income tax treatment of nonstatutory options is governed 
by 83 of the Internal Revenue Code of 1986, as amended.  This 
Section basically provides that if an option has a readily 
ascertainable fair market value when granted, then the optionee 
must recognize ordinary income at the time of grant but not at 
the time of exercise or disposal; if an option does not have a 
readily ascertainable fair market value when granted, the 
optionee must recognize ordinary income at the time of its 
exercise or disposal of the option but not at the time of its 
grant.  The Company will receive a corresponding compensation 
deduction for the amount included by the optionee as income in 
the same year that the optionee includes such amount as income.  
Consequently, whether a nonstatutory option has a readily 
ascertainable fair market value at grant will determine whether 
the grant or the exercise of the nonstatutory option is the 
taxable event for the optionee who rendered the services for 
which the option was granted.


LEGAL MATTERS

	The validity of the shares offered hereby will be passed on 
for the Company by Andrew N. Bernstein, P.C., 5445 DTC Parkway, 
Suite 520, Greenwood Village, Colorado 80111.

EXPERTS

	The balance sheets of the Company for the years ended March 
31, 1996 and 1995 and the statements of income, stockholders' 
equity and cash flows for the years then ended, incorporated by 
reference to the Company's Annual Report on Form 10-KSB, have 
been audited by Ehrhardt Keefe Steiner & Hottman PC, Denver, 
Colorado, as set forth in their report included therein and 
incorporated herein by reference.  The financial statements 
referred to above are incorporated herein by reference in 
reliance upon such report and upon the authority of such firm as 
an expert in auditing and accounting.







PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

	The Registrant hereby incorporates by reference in this 
Registration Statement the following documents previously filed 
with the Commission:

	(a)	The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended March 31, 1996 (including its balance sheets as 
of March 31, 1996 and 1995, statements of income, stockholders' 
equity and cash flows for the years then ended, together with the 
report of independent public accountants) filed pursuant to 
Section 13(a) of the Exchange Act;

	(b)	The Registrant's Quarterly Reports on Form 10-QSB for 
the fiscal quarters ended June 30, 1996 and September 30, 1996;

	(c)	The Company's definitive Proxy Statement for the Annual 
Meeting of Shareholders of the Company held October 4, 1996;

	(d)	The description of the Common Stock that is contained 
in the Registrant's Registration Statement on Form 8-A under the 
Exchange Act (File No. 0-11740); and

	(e)	All subsequent reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act.

	All reports and definitive proxy or information statements 
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act after the date of this Registration 
Statement 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 then remaining unsold at the 
time of such amendment will be deemed to be incorporated by 
reference into this Registration Statement and to be a part 
hereof from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except 
as so modified or superseded, to constitute a part of this 
Registration Statement.

Item 4.  Description of Securities

	Not applicable.

Item 5.  Interests of Named Experts and Counsel

	Not applicable. 



Item 6.  Indemnification of Directors and Officers

	Article 109 of the Colorado Business Corporation Act 
("CBCA") provides broad authority for indemnification of 
directors and officers.  The Articles of Incorporation and Bylaws 
of Mesa Laboratories, Inc. (the "Registrant") provide for 
indemnification of its officers and directors to the fullest 
extent permitted by the CBCA.  As permitted by Section 7-108-402 
of the CBCA, the Registrant's Articles of Incorporation provide 
that a director shall not be liable for monetary damages for 
breach of his fiduciary duty as a director except in certain 
limited circumstances.

Item 7.  Exemption from Registration Claimed

	Not applicable.

Item 8.  Exhibits

	The following documents are filed as exhibits to this 
Registration Statement.  Certain documents previously filed with 
the Commission are incorporated in this Registration Statement by 
reference.

	Exhibit
	Number		Description of Exhibit

	 4.1		--	Outside Directors Stock Option Plan of Mesa 
                                                Laboratories, Inc.
	 5.1		--	Opinion of Andrew N. Bernstein, P.C.
	23.1		--	Consent of Ehrhardt Keefe Steiner & Hottman 
          P.C., independent public accountants
	23.2		--	Consent of Andrew N. Bernstein, P.C. 
          (included in its opinion filed as Exhibit 
           5.1)

Item 9.  Undertakings

	(a)	The Registrant hereby undertakes (1) to include any 
additional or changed material information on the plan of 
distribution; (2) for determining liability under the Securities 
Act, that each 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; and (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 Plan.

	(b)	The Registrant hereby undertakes to deliver or cause to 
be delivered with the prospectus to each person to whom the 
prospectus is sent or given, the latest annual report to security 
holders that is incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of Rule 14a-3 
or Rule 14c-3 under the Exchange Act; and, where interim 
financial information required to be presented by Article 3 of 
Regulation S-X is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the prospectus is 
sent or given, the latest quarterly report that is specifically 
incorporated by reference in the prospectus to provide such 
interim financial information.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the Registrant pursuant to the 
foregoing provisions, or otherwise, the Registrant has been 
advised that in the opinion of the 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 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 against 
the Registrant by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.




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 Lakewood, State of Colorado, on the 18th day of 
December, 1996.

					MESA LABORATORIES, INC.
					(Registrant)


					By:  /s/ LUKE R. SCHMIEDER                            
					       Luke R. Schmieder, 
President

POWER OF ATTORNEY

	We, the below signed officers and directors of Mesa 
Laboratories, Inc. ("Registrant"), do hereby constitute and 
appoint Luke R. Schmieder, with full power of substitution, our 
true and lawful attorney and agent, to do any and all acts and 
things in our names in the capacities indicated which Luke R. 
Schmieder may deem necessary or advisable to enable the Company 
to comply with the Securities Act of 1933, as amended, and any 
rules, regulations and requirements of the Securities and 
Exchange Commission in connection with this Registration 
Statement, including specifically, but not limited to, the power 
and authority to sign for us, or any of us, in our names in the 
capacities indicated, and any and all amendments (including post-
effective amendments) to this Registration Statement; and we do 
hereby ratify and confirm all that Luke R. Schmieder shall do or 
cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following
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Technical[7]51	 .  
As filed with the Securities and Exchange Commission on December 
18, 1996
Registration No. 333-______

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

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

                  MESA LABORATORIES, INC.      
          (Exact name of Registrant as specified in its charter)

            COLORADO                        84-0872291        
(State or other jurisdiction of 	(I.R.S. Employer Identification
incorporation or organization)    No.)

12100 West Sixth Avenue, Lakewood, Colorado 80228
(Address of principal executive offices)               (zip code)

Mesa Laboratories, Inc.
Outside Directors Stock Option Plan
(Full title of the plan)

Luke R. Schmieder
12100 West 6TH Avenue, Lakewood, Colorado 80228
(Name and address of agent for service)

 (303) 987-8000                      
(Telephone number, including area code, of agent for service)

	Approximate date of commencement of proposed sale to 
the public:  From time to time after the Registration Statement 
becomes effective.

_______________________________________________________________

Exhibit Index Begins at Page 15

                                                                                

CALCULATION OF REGISTRATION FEE
Title of	 Amount to be		Proposed	Proposed Amount of
Securities to be  registered (1)	maximum	maximum registration
registered	 offering	            aggregate	fee
		 price per	            offering	
		 share	                        price
Common Stock,
no par value	150,000 shares (2)	$946,500(2)	$286.82
                                                                                                                                

	(1)	Pursuant to Rule 416, this Registration Statement 
covers any additional shares of Common Stock ("shares") which 
become issuable under the Plan set forth herein by reason of any 
stock dividend, stock split, recapitalization or any other 
similar transaction without receipt of consideration which 
results in an increase in the number of shares outstanding.

	(2)	Pursuant to Rule 457(h) and 457(c), the offering price 
per share, the aggregate offering price and the amount of the 
filing fee were computed upon the bases of (i) the prices at 
which the existing outstanding options may be exercised (12,000 
shares at an exercise price of $7.00 per share, aggregating 
$84,000) and (ii) the closing price of the Common Stock within 
five business days prior to the date of filing of the 
Registration Statement, with respect to the authorized but 
unissued remaining options (138,000 shares at $6.25 per share, 
aggregating $862,500).
PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

	Pursuant to the requirements of the Note to Part I of Form 
S-8 and Rule 428(b)(1) of the Rules under the Securities Act of 
1933, as amended, the information required by Part I of Form S-8 
is incorporated by reference in the Reoffer Prospectus which 
follows.  The Reoffer Prospectus, together with the documents 
incorporated by reference pursuant to Item 3 of Part II of this 
Registration Statement, constitutes the Section 10(a) Prospectus.

REOFFER PROSPECTUS

	The material which follows, up to but not including the 
pages beginning Part II of this Registration Statement, 
constitutes a prospectus prepared in accordance with the 
applicable requirements of Part I of Form S-3 and General 
Instruction C to Form S-8, to be used in connection with resales 
of securities acquired under the Registrant's Outside Directors 
Stock Option Plan by affiliates of the Registrant, as defined in 
Rule 405 under the Securities Act of 1933, as amended.

REOFFER PROSPECTUS

150,000 SHARES
COMMON STOCK
(No Par Value)

MESA LABORATORIES, INC.

___________________________

OUTSIDE DIRECTORS STOCK OPTION PLAN
___________________________

	This Reoffer Prospectus ("Prospectus") relates to the 
offering by Mesa Laboratories, Inc. (the "Company") and the 
subsequent resale by the outside directors and affiliates of the 
Company (collectively, "affiliates") of up to 150,000 shares of 
the Company's no par value Common Stock (the "shares") 
purchasable pursuant to the Company's Outside Directors Stock 
Option Plan (the "Plan").  As of December 18, 1996, 12,000 shares 
were subject to outstanding options under the Plan and 138,000 
shares remained available for grant of options.

___________________________

	This Prospectus may be used by persons who are affiliates 
(as that term is defined under the Securities Act of 1933, as 
amended (the "Securities Act")) of the Company to effect resales 
of the shares purchased under the Plan.  See "Selling 
Stockholders."  The Company will receive no part of the proceeds 
of any such sales.

___________________________

	THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED 
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS 
PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A 
CRIMINAL OFFENSE.

_____________________________

	No person is authorized to give any information or to make 
any representation not contained in this Prospectus in connection 
with the offer made hereby, and, if given or made, such 
information or representation must not be relied upon as having 
been authorized by the Company.  The delivery of this Prospectus 
at any time does not imply that the information herein is correct 
as of the time subsequent to the date hereof.  The expenses of 
preparing and filing the Registration Statement of which this 
Prospectus is a part are being borne by the Company.

_____________________________

The date of this Prospectus is December 18, 1996.

AVAILABLE INFORMATION

	The Company is a reporting company subject to the 
informational requirements of the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), including Sections 14(a) 
and 14(c) relating to proxy and information statements, and in 
accordance therewith files reports and other information with the 
Securities and Exchange Commission (the "Commission").  Reports 
and other information filed by the Company can be inspected and 
copied at the public reference facilities maintained by the 
Commission at 450 Fifth Street, N.W., Washington, D.C.  20549; 
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511; and 7 World Trade Center, New York, New York 10048.  Copies 
of such material can be obtained from the Public Reference 
Section of the Commission, 450 Fifth Street, N.W., Washington, 
D.C. 20549 at prescribed rates.  The Company's common stock is 
traded on the Nasdaq National Market under the symbol "MLAB."  
Reports, proxy and information statements may be inspected at The 
Nasdaq Stock Market offices, 1735 K Street, N.W., Washington, 
D.C.  20006.

	The Company furnishes annual reports to its shareholders 
which include audited financial statements.  The Company may 
furnish quarterly financial statements to shareholders and such 
other reports as may be authorized, from time to time, by the 
Board of Directors.

INCORPORATION BY REFERENCE

	Certain documents have been incorporated by reference into 
this Prospectus, either in whole or in part.  The Company will 
provide without charge to each person to whom a Prospectus is 
delivered, upon written or oral request of such person, (i) a 
copy of any and all of the information that has been incorporated 
by reference (not including exhibits to the information unless 
such exhibits are specifically incorporated by reference into the 
information), and (ii) a copy of all documents and information 
required to be delivered by the Company pursuant to Rule 428(b).  
Requests for such information shall be addressed to the Company 
at 12100 West Sixth Avenue, Lakewood, Colorado 80228, telephone 
(303) 987-8000.

TABLE OF CONTENTS

Introduction	                                           3
Selling Stockholders                                    5
Method of Sale	                               5
SEC Position Regarding Indemnification       5
Description of the Plan	                   5
Applicable Securities Law Restrictions        6
Tax Consequences	                              7
Legal Matters	                                          7
Experts	                                          7 

INTRODUCTION

	Mesa Laboratories, Inc. (formerly Mesa Medical Inc.) 
(hereinafter referred to as the "Company" or "Mesa") was 
incorporated as a Colorado corporation on March 26, 1982.  The 
Company designs, develops, acquires, manufactures and markets 
instruments and systems utilized in connection with industrial 
applications and hemodialysis therapy.  In August 1984, the 
Company acquired Western Laboratories Corp., a manufacturer and 
marketer of a line of instruments for use in calibrating 
hemodialysis proportioning equipment.  In June 1989, the Company 
acquired the DATATRACEr product line of Ball Corporation.  In 
February 1993, the Company acquired the assets of NUSONICS, Inc., 
a manufacturer of ultrasonic flow meters and analyzers.

	The Company presently markets the DATATRACEr and ELOGGr 
recording systems which are used in various industrial 
applications; NUSONICSr Concentration Analyzers, Pipeline 
Interface Detectors and Flow Meter products which are used in 
various industrial applications; and two product lines used in 
dialysis [Western Meters and the ECHO Reprocessor].  The Company 
is also performing research and development to expand the 
application of its technology.

Temperature Recording

	The temperature recording market is highly segmented.  The 
DATATRACEr products have developed application niches within 
major industry segments such as food processing, pharmaceutical 
processing, transportation, electronics, aerospace, storage 
facilities and textile manufacturing. DATATRACEr products are 
used in any industry where temperature is critical to the 
manufacturing process, quality of the product or where product 
temperature profiles are required in a continuous or moving 
process environment.

Sonic Fluid Measurement

	The Company's sonic fluid measurement product line consists 
of two major segments: Sonic Flow Meters and Concentration 
Monitors.  While the total market for flow meters is very large, 
the NUSONICSr Sonic Flow Meters best serve applications where 
cleanliness, resistance to corrosives or portability are 
required.  Specific applications where the NUSONICSr products are 
particularly well suited include water treatment, chemical 
processing and heating, ventilation and air conditioning (HVAC) 
applications.

	The Concentration Monitor segment of the product line 
consists of Pipeline Interface Detectors and Concentration 
Analyzers.  The Pipeline Interface Detector serves a smaller 
market niche while the Concentration Analyzers serve a wider 
variety of industry application, such as chemical and food 
processing, pharmaceutical processing and polymerization 
processes.

Kidney Hemodialysis Treatment

	Patients with kidney failure (known as end stage renal 
disease, or ESRD) require the removal of toxic waste products and 
excess water through artificial means.  This process needs to be 
performed three times per week and is most often accomplished 
through the use of hemodialysis.  Hemodialysis requires the 
treatment to be conducted on a dialysis machine through the use 
of a disposable cartridge known as a dialyzer.  Blood is brought 
extracorporally to the dialysis machine for control and 
monitoring and passes through the dialyzer where waste products 
and excess water are removed.  This treatment generally lasts 
three to four hours and is conducted three times per week.  These 
hemodialysis procedures are performed in kidney dialysis centers, 
hospitals and in the home.  The bulk of the treatments are 
conducted in over 2,500 clinics and hospital centers.  Currently, 
there are over 175,000 patients in the U.S. undergoing dialysis 
therapy.

	Mesa's Western Meters are instruments that are used to test 
various parameters of the dialysis fluid (dialysate).  The meter 
line consists of five different meters.  Each measures some 
combination of temperature, pressure, pH and conductivity to 
ensure that the dialysate has the proper constituency to promote 
the transfer of waste products from the blood to the dialysate.  
The meters are used to check the conductivity and other variables 
of the dialysate before the dialysis process begins.  The meters 
provide a digital readout that the patient, physician or 
technician uses to verify that the dialysis unit is working 
within prescribed limits.

	The ECHO MM-1000 Dialyzer Reprocessor is a fully automated 
dialyzer reuse machine which automatically cleans, rinses, tests 
and delivers disinfectants to dialyzers after dialysis therapy, 
thereby allowing the dialyzer cartridges to be reused rather than 
disposed of after each use.  It is designed to accommodate 
virtually all manual reprocessing procedures in use today and can 
be programmed to automate them without extensive modification or 
rework.  Manual procedures have been used to reprocess dialyzers 
effectively for over 20 years and are the basis of most automated 
systems in use today. Additionally, the system can be programmed 
to use prescribed chemicals.  The ECHO System is totally self-
contained, aside from water and chemicals, and requires no user 
adjustments.

	Mesa's executive offices are located at 12100 West Sixth 
Avenue, Lakewood, Colorado 80228, telephone (303) 987-8000.

SELLING STOCKHOLDERS

	This Prospectus relates to possible sales by outside 
directors of the Company as indicated below of shares they 
acquire through exercise of options granted under the Plan.  The 
names of affiliates who may be Selling Stockholders from time to 
time are listed below.  The names of other affiliates who may 
offer shares for resale in the future, along with the number of 
shares which may be sold by each such affiliate from time to 
time, will be updated in supplements to this Prospectus, which 
will be filed with the Commission in accordance with Rule 424(b) 
under the Securities Act.  All Selling Stockholders are outside 
directors of the Company.  The address of each Selling 
Stockholder is the same as the Company's address.  All shares 
listed below for sale represent shares issuable upon exercise of 
options granted under the Plan.
Maximum Number of Shares 
                                                            Which May
Name of Selling Stockholder		Be Sold Upon Exercise of 
                                                           Options
H. Stuart Campbell			4,000

Philip Quedenfeld			4,000

G. Lee Southard			4,000
METHOD OF SALE

	Sales of the shares offered by this Prospectus will be made 
on The Nasdaq National Market, where the Company's common stock 
is listed for trading, or in other markets where the Company's 
common stock is traded, or in negotiated transactions.  Sales may 
involve payment of brokers' commissions by the Selling 
Stockholders.  There is no present plan of distribution.

SEC POSITION REGARDING INDEMNIFICATION

	The Company's Articles of Incorporation provide for 
indemnification of officers and directors, among other things, in 
instances in which they acted in good faith and in a manner they 
reasonably believed to be in, or not opposed to, the best 
interests of the Company and in which, with respect to criminal 
proceedings, they had no reasonable cause to believe their 
conduct was unlawful.

	Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers or persons 
controlling the Company under the provisions described above, the 
Company has been informed that, in the opinion of the Commission, 
indemnification is against public policy as expressed in that Act 
and is therefore unenforceable.

DESCRIPTION OF THE PLAN

	The Company and its shareholders have adopted and approved 
the Plan.  The Plan was adopted in order to enhance the Company's 
ability to secure and retain highly qualified and experienced 
individuals who are not regularly salaried employees of the 
Company to serve as directors of the Company.  The Plan provides 
generally that: (i) the purchase price of the common stock under 
each option granted shall not be less than the fair market value 
of the common stock on the date of grant; (ii) no director may be 
granted during any calendar year options to purchase more than 
20,000 shares of common stock; (iii) no option may be granted for 
a period of greater than ten years from the date of grant; and 
(iv) a maximum of 150,000 shares of common stock have been 
authorized and reserved for issuance under the Plan, subject to 
adjustment to reflect changes in the Company's capitalization in 
the case of a stock split, stock dividend or similar event.

	The Plan is administered by the Stock Option Committee 
consisting of directors of the Company who are not outside 
directors and are, therefore, not eligible to participate in the 
Plan.  The Stock Option Committee has the sole authority to 
interpret the Plan and to make all determinations necessary or 
advisable for administering the Plan.  If and to the extent that 
any option to purchase reserved shares shall not be exercised by 
an optionee for any reason or if such option to purchase shall 
terminate as provided by the Plan, such shares which have not 
been so purchased thereunder shall again become available for the 
purposes of the Plan unless the Plan shall have been terminated.

	The provisions of the Federal Employee Retirement Income 
Security Act of 1974 do not apply to the Plan.  Shares issuable 
upon exercise of options will not be purchased in open market 
transactions but will be issued by the Company from authorized 
shares.  Shares issuable under the Plan may be sold in the open 
market, without restrictions, as free trading securities.  There 
are no assets administered under the Plan, and, accordingly, no 
investment information is furnished herewith.

	Under certain circumstances, the options may be assigned, 
transferred, hypothecated or pledged by the option holder.  No 
person may create a lien on any securities under the Plan, except 
by operation of law.  However, there are no restrictions on the 
resale of the shares underlying the options.

	The Plan will remain in effect until March 25, 2006.  
Additional information concerning the Plan may be obtained from 
the Company at the address and telephone number indicated above.

APPLICABLE SECURITIES LAW RESTRICTIONS

	If the optionee is deemed to be an "affiliate" (as that term 
is defined under the Securities Act), the resale of the shares 
purchased upon exercise of options covered hereby may be subject 
to certain restrictions and requirements, including compliance 
with the provisions of Rule 144 promulgated under the Securities 
Act.

	In addition to the requirements imposed by the Securities 
Act, the antifraud provisions of the Exchange Act and the rules 
thereunder (including Rule 10b-5) are applicable to any sale of 
shares acquired pursuant to the Plan.

	Up to 150,000 shares may be issued under the Plan.  The 
Company has authorized 8,000,000 shares of Common Stock, of which 
4,330,901 shares are outstanding as of September 30, 1996.  
Shares of Common Stock outstanding are, and those to be issued 
upon exercise of options will be, fully paid and nonassessable, 
and each share of Common Stock is entitled to one vote at all 
shareholders' meetings.  All shares are equal to each other with 
respect to lien rights, liquidation rights and dividend rights.  
There are no preemptive rights to purchase additional shares by 
virtue of the fact that a person is a shareholder of the Company.  
Shareholders do not have the right to cumulate their votes for 
the election of directors.

	Persons who are officers or directors of the Company or who 
own at least ten percent of the Company's stock must comply with 
certain reporting requirements and resale restrictions pursuant 
to Sections 16(a) and 16(b) of the Exchange Act and the rules 
thereunder upon the receipt or disposition of any options.

TAX CONSEQUENCES

	The Company has been advised that the federal income tax 
consequences of the Plan to the Company and the optionees, and 
possible exercise of options granted under the Plan, will depend 
upon future circumstances and possible changes in the tax laws.  
The following summary discussion addresses certain federal 
income tax consequences of the Plan.  This discussion does 
not purport to address all of the tax consequences that may 
be applicable to any particular outside director or to the 
Company.  In addition, this discussion does not address 
foreign, state, or local taxes, nor does it address federal 
taxes other than federal income tax.  This discussion is 
based upon applicable statutes, regulations, case law, 
administrative interpretations and judicial decisions in 
effect as of the date of this Prospectus.

	The income tax treatment of nonstatutory options is governed 
by 83 of the Internal Revenue Code of 1986, as amended.  This 
Section basically provides that if an option has a readily 
ascertainable fair market value when granted, then the optionee 
must recognize ordinary income at the time of grant but not at 
the time of exercise or disposal; if an option does not have a 
readily ascertainable fair market value when granted, the 
optionee must recognize ordinary income at the time of its 
exercise or disposal of the option but not at the time of its 
grant.  The Company will receive a corresponding compensation 
deduction for the amount included by the optionee as income in 
the same year that the optionee includes such amount as income.  
Consequently, whether a nonstatutory option has a readily 
ascertainable fair market value at grant will determine whether 
the grant or the exercise of the nonstatutory option is the 
taxable event for the optionee who rendered the services for 
which the option was granted.

LEGAL MATTERS

	The validity of the shares offered hereby will be passed on 
for the Company by Andrew N. Bernstein, P.C., 5445 DTC Parkway, 
Suite 520, Greenwood Village, Colorado 80111.

EXPERTS

	The balance sheets of the Company for the years ended March 
31, 1996 and 1995 and the statements of income, stockholders' 
equity and cash flows for the years then ended, incorporated by 
reference to the Company's Annual Report on Form 10-KSB, have 
been audited by Ehrhardt Keefe Steiner & Hottman PC, Denver, 
Colorado, as set forth in their report included therein and 
incorporated herein by reference.  The financial statements 
referred to above are incorporated herein by reference in 
reliance upon such report and upon the authority of such firm as 
an expert in auditing and accounting.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

	The Registrant hereby incorporates by reference in this 
Registration Statement the following documents previously filed 
with the Commission:

	(a)	The Registrant's Annual Report on Form 10-KSB for the 
fiscal year ended March 31, 1996 (including its balance sheets as 
of March 31, 1996 and 1995, statements of income, stockholders' 
equity and cash flows for the years then ended, together with the 
report of independent public accountants) filed pursuant to 
Section 13(a) of the Exchange Act;

	(b)	The Registrant's Quarterly Reports on Form 10-QSB for 
the fiscal quarters ended June 30, 1996 and September 30, 1996;

	(c)	The Company's definitive Proxy Statement for the Annual 
Meeting of Shareholders of the Company held October 4, 1996;

	(d)	The description of the Common Stock that is contained 
in the Registrant's Registration Statement on Form 8-A under the 
Exchange Act (File No. 0-11740); and

	(e)	All subsequent reports filed pursuant to Section 13(a) 
or 15(d) of the Exchange Act.

	All reports and definitive proxy or information statements 
filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 
15(d) of the Exchange Act after the date of this Registration 
Statement 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 then remaining unsold at the 
time of such amendment will be deemed to be incorporated by 
reference into this Registration Statement and to be a part 
hereof from the date of filing of such documents.  Any statement 
contained in a document incorporated or deemed to be incorporated 
by reference herein shall be deemed to be modified or superseded 
for purposes of this Registration Statement to the extent that a 
statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by 
reference herein modifies or supersedes such statement.  Any such 
statement so modified or superseded shall not be deemed, except 
as so modified or superseded, to constitute a part of this 
Registration Statement.

Item 4.  Description of Securities

	Not applicable.

Item 5.  Interests of Named Experts and Counsel

	Not applicable. 

Item 6.  Indemnification of Directors and Officers

	Article 109 of the Colorado Business Corporation Act 
("CBCA") provides broad authority for indemnification of 
directors and officers.  The Articles of Incorporation and Bylaws 
of Mesa Laboratories, Inc. (the "Registrant") provide for 
indemnification of its officers and directors to the fullest 
extent permitted by the CBCA.  As permitted by Section 7-108-402 
of the CBCA, the Registrant's Articles of Incorporation provide 
that a director shall not be liable for monetary damages for 
breach of his fiduciary duty as a director except in certain 
limited circumstances.

Item 7.  Exemption from Registration Claimed

	Not applicable.

Item 8.  Exhibits

	The following documents are filed as exhibits to this 
Registration Statement.  Certain documents previously filed with 
the Commission are incorporated in this Registration Statement by 
reference.

	Exhibit
	Number		Description of Exhibit

	 4.1		--	Outside Directors Stock Option Plan of Mesa 
                                                Laboratories, Inc.
	 5.1		--	Opinion of Andrew N. Bernstein, P.C.
	23.1		--	Consent of Ehrhardt Keefe Steiner & Hottman 
          P.C., independent public accountants
	23.2		--	Consent of Andrew N. Bernstein, P.C. 
          (included in its opinion filed as Exhibit 
           5.1)

Item 9.  Undertakings

	(a)	The Registrant hereby undertakes (1) to include any 
additional or changed material information on the plan of 
distribution; (2) for determining liability under the Securities 
Act, that each 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; and (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 Plan.

	(b)	The Registrant hereby undertakes to deliver or cause to 
be delivered with the prospectus to each person to whom the 
prospectus is sent or given, the latest annual report to security 
holders that is incorporated by reference in the prospectus and 
furnished pursuant to and meeting the requirements of Rule 14a-3 
or Rule 14c-3 under the Exchange Act; and, where interim 
financial information required to be presented by Article 3 of 
Regulation S-X is not set forth in the prospectus, to deliver, or 
cause to be delivered to each person to whom the prospectus is 
sent or given, the latest quarterly report that is specifically 
incorporated by reference in the prospectus to provide such 
interim financial information.

	(c)	Insofar as indemnification for liabilities arising 
under the Securities Act may be permitted to directors, officers 
and controlling persons of the Registrant pursuant to the 
foregoing provisions, or otherwise, the Registrant has been 
advised that in the opinion of the 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 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 against 
the Registrant by such director, officer or controlling person in 
connection with the securities being registered, the Registrant 
will, unless in the opinion of its counsel the matter has been 
settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such 
indemnification by it is against public policy as expressed in 
the Act and will be governed by the final adjudication of such 
issue.

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 Lakewood, State of Colorado, on the 18th day of 
December, 1996.

					MESA LABORATORIES, INC.
					(Registrant)

					By:  /s/ LUKE R. SCHMIEDER                            
					       Luke R. Schmieder, 
President

POWER OF ATTORNEY

	We, the below signed officers and directors of Mesa 
Laboratories, Inc. ("Registrant"), do hereby constitute and 
appoint Luke R. Schmieder, with full power of substitution, our 
true and lawful attorney and agent, to do any and all acts and 
things in our names in the capacities indicated which Luke R. 
Schmieder may deem necessary or advisable to enable the Company 
to comply with the Securities Act of 1933, as amended, and any 
rules, regulations and requirements of the Securities and 
Exchange Commission in connection with this Registration 
Statement, including specifically, but not limited to, the power 
and authority to sign for us, or any of us, in our names in the 
capacities indicated, and any and all amendments (including post-
effective amendments) to this Registration Statement; and we do 
hereby ratify and confirm all that Luke R. Schmieder shall do or 
cause to be done by virtue hereof.

	Pursuant to the requirements of the Securities Act of 1933, 
this Registration Statement has been signed by the following