As filed with the Securities and Exchange Commission on May 24, 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                      (Zip Code)
                 Offices)
                             -----------------------

            SELECT COMFORT CORPORATION PROFIT SHARING AND 401(k) PLAN
                            (Full title of the plan)
                             -----------------------

                                 MARK A. KIMBALL
     SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER 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)     PRICE PER UNIT (2)          OFFERING PRICE       REGISTRATION FEE
 ------------------- -------------- ------------------------- -------------------------- ----------------
<S>                  <C>            <C>                       <C>                        <C>
 Common Stock, $.01      100,000            $15.21875                $1,521,875.00            $423.08
 par value per share
 =================== ============== ========================= ========================== ================
</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  amount of  interests  to be offered or sold  pursuant  to the
    employee benefit plan described herein and includes 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) Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for the
    purpose of  calculating  the amount of the  registration  fee,  based on the
    average  between the high and low sales  prices of the  Registrant's  Common
    Stock on May 17,  1999 on the  over-the-counter  market,  as reported by the
    Nasdaq National Market.

================================================================================



<PAGE>



                                     PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(a) PROSPECTUS


        The documents containing the information specified in Part I of Form S-8
have  been or  will  be sent or  given  to  participants  as  specified  by Rule
428(b)(1) under the Securities Act.



                                       1
<PAGE>



                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  filed  by  Select  Comfort   Corporation   (the
"Registrant"  or the  "Company")  (File No.  0-25121)  with the  Securities  and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
January 2, 1999;

     (2) The Company's  Amended Annual Report on Form 10-K/A for the fiscal year
ended January 2, 1999;

     (3) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended April 3, 1999;

     (4) All other  reports filed by the Company  pursuant to Sections  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since January
2, 1999; and

     (5) The  description  of  the  Company's  Common  Stock  contained  in  its
Registration  Statement  on Form 8-A filed with the  Commission  on November 30,
1998 under the Exchange Act,  including any  amendments or reports filed for the
purpose of updating such description.

        All documents  filed by the Company and the Select  Comfort  Corporation
Profit  Sharing and 401(k) Plan (the  "Plan")  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 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  pursuant  to this  Registration
Statement  have been sold or that  deregisters  all  securities  then  remaining
unsold,  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.

     The consolidated balance sheets and related financial statement schedule of
the Company as of January 2, 1999 and January 3, 1998, and related  consolidated
statements  of  operations,  shareholder'  equity and cash flows for each of the
years in the three-year period ended January 2, 1999,  together with the related
notes and the reports of KPMG Peat Marwick  LLP,  independent  certified  public
accountants, all contained in the Company's 1998 annual report, are incorporated
herein by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities that may be offered under the Select Comfort
Corporation  Profit  Sharing and 401(k) Plan will be passed upon for the Company
by Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota.



                                       2
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Company's  Articles  of  Incorporation  limit  the  liability  of  its
directors to the fullest extent permitted by the Minnesota Business  Corporation
Act.  Specifically,  directors of the Company will not be personally  liable for
monetary damages for breach of fiduciary duty as directors, except liability for
(i) any breach of the duty of loyalty to the Company or its  shareholders,  (ii)
acts or omissions not in good faith or that involve intentional  misconduct or a
knowing  violation of law, (iii) dividends or other  distributions  of corporate
assets  that  are  in   contravention   of  certain   statutory  or  contractual
restrictions,  (iv) violations of certain Minnesota  securities laws, or (v) any
transaction  from which the  director  derives  an  improper  personal  benefit.
Liability under federal  securities law is not limited by the Company's Articles
of Incorporation.

     Minnesota  Statutes,  Section 302A.521  provides that a Minnesota  business
corporation  shall  indemnify  any director,  officer,  employee or agent of the
corporation made or threatened to be made a party to a proceeding,  by reason of
the former or present  official  capacity  (as  defined) of the person,  against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of  indemnification  and  reference  is made  thereto  for a complete
statement  of  such   indemnification   rights.   The   Company's   Articles  of
Incorporation also require the Company to provide indemnification to the fullest
extent of the Minnesota indemnification statute.

     The Company  also  maintains  a directors  and  officers  insurance  policy
pursuant to which  directors  and  officers  of the Company are insured  against
liability for certain actions in their capacity as directors and officers.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not  applicable.  No securities are to be re-offered or resold  pursuant to
this Registration Statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.

5.1      Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).

23.1     Consent of KPMG Peat Marwick LLP (filed herewith).

23.2     Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on page 6 of this Registration Statement).

     The Registrant hereby undertakes that it will submit or have submitted in a
timely manner the Plan and any amendment thereto to the Internal Revenue Service
for  purposes of  obtaining a  determination  letter that the Plan is  qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, and has made
or will make all changes  required by the Internal  Revenue  Service in order to
qualify the Plan.



                                       3
<PAGE>

ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most  recent  post-effective  amendment  hereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  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, as amended
                    (the "Securities Act") 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;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement.

          Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or Section  15(d) of the  Exchange Act that are
          incorporated by reference in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and where applicable,  each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in this 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.



                                       4
<PAGE>

     (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 Securities Act, and is therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  of  expenses  incurred  or paid by a
          director,  officer  or  controlling  person of the  Registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  Registrant  will,  unless  in 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  Securities  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  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 May 21, 1999.

                                SELECT COMFORT CORPORATION


                                By: /s/ Daniel J. McAthie
                                    Daniel J. McAthie
                                    President and Chief Executive Officer
                                    (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 Daniel
J.  McAthie  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 May 21, 1999 by the following persons
in the capacities indicated.



SIGNATURE                                          TITLE

/S/ Daniel J. McAthie               President and Chief Executive Officer
Daniel J. McAthie                   and Director

/s/ Patrick A. Hopf                 Chairman of the Board and Director
Patrick A. Hopf

/s/ H. Robert Hawthorne             Vice Chairman of the Board and Director
H. Robert Hawthorne

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



                                       6
<PAGE>




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

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

/S/ Kenneth A. Macke                Director
Kenneth A. Macke

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

                                    Director
Jean-Michel Valette


     Pursuant to the requirements of the Securities Act of 1933, the persons who
administer  the Select Comfort  Corporation  Profit Sharing and 401(k) Plan have
duly  caused this  Registration  Statement  to be signed on their  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Minneapolis,  State of
Minnesota, on May 21, 1999.

                                    SELECT COMFORT CORPORATION
                                    PROFIT SHARING AND 401(k) PLAN


                                    By: /s/Thomas F. Masloski, Jr.
                                        Thomas F. Masloski, Jr.
                                        Director of Compensation and Benefits



                                       7
<PAGE>


                                INDEX TO EXHIBITS


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

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

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

24.1   Power of Attorney............................. Included on page 6 of this
                                                      Registration Statement.





<PAGE>



                                                                    EXHIBIT 5.1
                  [Oppenheimer Wolff & Donnelly LLP Letterhead]

May 21, 1999


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

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

Ladies and Gentlemen:

We have acted as counsel to Select Comfort Corporation,  a Minnesota corporation
(the  "Company"),  in connection  with the  registration  by the Company of: (a)
100,000 shares (collectively,  the "Shares") of common stock, $.01 par value per
share (the "Common Stock") of the Company,  and (b) an  indeterminate  amount of
plan interests (the "Interests") issuable under the Company's Profit Sharing and
401(k) Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 filed
with the Securities and Exchange  Commission on May 21, 1999 (the  "Registration
Statement").  We understand  that it is the Company's  intention that the Shares
will be purchased by the Plan Trustee on the open market.

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 Shares that are being  registered by the Company under the  Registration
    Statement  pursuant to the Plan  referred to in the  Registration  Statement
    shall not constitute original issuance securities,  but shall continue to be
    validly issued,  fully paid and  nonassessable  after being purchased in the
    open market transactions.


<PAGE>

2.  The Interests,  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 non-assessable.

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 23.1

                        CONSENT OF KPMG PEAT MARWICK LLP


The Board of Directors
Select Comfort Corporation

We consent to the use of our reports incorporated herein by reference and to the
reference  to  our  firm  under  the  heading  "Incorporation  of  Documents  by
Reference" in this Registration Statement on Form S-8.


                                    KPMG PEAT MARWICK LLP

                                    /s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
May 21, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23673}]
{"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": "333-79157", "film-number": "99633155"}, "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 May 24, 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                      (Zip Code)
                 Offices)
                             -----------------------

            SELECT COMFORT CORPORATION PROFIT SHARING AND 401(k) PLAN
                            (Full title of the plan)
                             -----------------------

                                 MARK A. KIMBALL
     SENIOR VICE PRESIDENT, CHIEF ADMINISTRATIVE OFFICER 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)     PRICE PER UNIT (2)          OFFERING PRICE       REGISTRATION FEE
 ------------------- -------------- ------------------------- -------------------------- ----------------
Common Stock, $.01      100,000            $15.21875                $1,521,875.00            $423.08
 par value per share
 =================== ============== ========================= ========================== ================
(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  amount of  interests  to be offered or sold  pursuant  to the
    employee benefit plan described herein and includes 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) Estimated  pursuant to Rule 457(c) under the  Securities  Act solely for the
    purpose of  calculating  the amount of the  registration  fee,  based on the
    average  between the high and low sales  prices of the  Registrant's  Common
    Stock on May 17,  1999 on the  over-the-counter  market,  as reported by the
    Nasdaq National Market.

================================================================================
PART I

                              INFORMATION REQUIRED
                         IN THE SECTION 10(a) PROSPECTUS

        The documents containing the information specified in Part I of Form S-8
have  been or  will  be sent or  given  to  participants  as  specified  by Rule
428(b)(1) under the Securities Act.

                                       1
PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following   documents  filed  by  Select  Comfort   Corporation   (the
"Registrant"  or the  "Company")  (File No.  0-25121)  with the  Securities  and
Exchange  Commission (the  "Commission")  are  incorporated by reference in this
Registration Statement:

     (1) The  Company's  Annual  Report on Form 10-K for the  fiscal  year ended
January 2, 1999;

     (2) The Company's  Amended Annual Report on Form 10-K/A for the fiscal year
ended January 2, 1999;

     (3) The  Company's  Quarterly  Report on Form 10-Q for the  fiscal  quarter
ended April 3, 1999;

     (4) All other  reports filed by the Company  pursuant to Sections  13(a) or
15(d) of the Securities  Exchange Act of 1934 (the "Exchange Act") since January
2, 1999; and

     (5) The  description  of  the  Company's  Common  Stock  contained  in  its
Registration  Statement  on Form 8-A filed with the  Commission  on November 30,
1998 under the Exchange Act,  including any  amendments or reports filed for the
purpose of updating such description.

        All documents  filed by the Company and the Select  Comfort  Corporation
Profit  Sharing and 401(k) Plan (the  "Plan")  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 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  pursuant  to this  Registration
Statement  have been sold or that  deregisters  all  securities  then  remaining
unsold,  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.

     The consolidated balance sheets and related financial statement schedule of
the Company as of January 2, 1999 and January 3, 1998, and related  consolidated
statements  of  operations,  shareholder'  equity and cash flows for each of the
years in the three-year period ended January 2, 1999,  together with the related
notes and the reports of KPMG Peat Marwick  LLP,  independent  certified  public
accountants, all contained in the Company's 1998 annual report, are incorporated
herein by reference.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the securities that may be offered under the Select Comfort
Corporation  Profit  Sharing and 401(k) Plan will be passed upon for the Company
by Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota.

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The  Company's  Articles  of  Incorporation  limit  the  liability  of  its
directors to the fullest extent permitted by the Minnesota Business  Corporation
Act.  Specifically,  directors of the Company will not be personally  liable for
monetary damages for breach of fiduciary duty as directors, except liability for
(i) any breach of the duty of loyalty to the Company or its  shareholders,  (ii)
acts or omissions not in good faith or that involve intentional  misconduct or a
knowing  violation of law, (iii) dividends or other  distributions  of corporate
assets  that  are  in   contravention   of  certain   statutory  or  contractual
restrictions,  (iv) violations of certain Minnesota  securities laws, or (v) any
transaction  from which the  director  derives  an  improper  personal  benefit.
Liability under federal  securities law is not limited by the Company's Articles
of Incorporation.

     Minnesota  Statutes,  Section 302A.521  provides that a Minnesota  business
corporation  shall  indemnify  any director,  officer,  employee or agent of the
corporation made or threatened to be made a party to a proceeding,  by reason of
the former or present  official  capacity  (as  defined) of the person,  against
judgments, penalties, fines, settlements and reasonable expenses incurred by the
person in connection with the proceeding if certain statutory standards are met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation. Section 302A.521 contains detailed terms regarding
such right of  indemnification  and  reference  is made  thereto  for a complete
statement  of  such   indemnification   rights.   The   Company's   Articles  of
Incorporation also require the Company to provide indemnification to the fullest
extent of the Minnesota indemnification statute.

     The Company  also  maintains  a directors  and  officers  insurance  policy
pursuant to which  directors  and  officers  of the Company are insured  against
liability for certain actions in their capacity as directors and officers.

ITEM 7.  EXEMPTIONS FROM REGISTRATION CLAIMED.

     Not  applicable.  No securities are to be re-offered or resold  pursuant to
this Registration Statement.

ITEM 8.  EXHIBITS.

EXHIBIT NO.

5.1      Opinion of Oppenheimer Wolff & Donnelly LLP (filed herewith).

23.1     Consent of KPMG Peat Marwick LLP (filed herewith).

23.2     Consent of Oppenheimer Wolff & Donnelly LLP (included in Exhibit 5.1).

24.1     Power of Attorney (included on page 6 of this Registration Statement).

     The Registrant hereby undertakes that it will submit or have submitted in a
timely manner the Plan and any amendment thereto to the Internal Revenue Service
for  purposes of  obtaining a  determination  letter that the Plan is  qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, and has made
or will make all changes  required by the Internal  Revenue  Service in order to
qualify the Plan.

                                       3
ITEM 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

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

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of this Registration  Statement (or
                    the most  recent  post-effective  amendment  hereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change in the  information  set  forth in this  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, as amended
                    (the "Securities Act") 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;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously  disclosed  in  this
                    Registration  Statement  or  any  material  change  to  such
                    information in this Registration Statement.

          Provided,  however,  that paragraphs (a)(1)(i) and (a)(1)(ii) above do
          not  apply  if  the   information   required   to  be  included  in  a
          post-effective  amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the  Commission  by the  Registrant
          pursuant to Section 13 or Section  15(d) of the  Exchange Act that are
          incorporated by reference in this Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities  Act,  each  such  post-effective  amendment  shall be
               deemed  to  be a  new  registration  statement  relating  to  the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b)  The undersigned  Registrant  hereby  undertakes  that, for purposes of
          determining any liability under the Securities Act, each filing of the
          Registrant's  annual report pursuant to Section 13(a) or Section 15(d)
          of the Exchange Act (and where applicable,  each filing of an employee
          benefit plan's annual report pursuant to Section 15(d) of the Exchange
          Act) that is incorporated by reference in this 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.

                                       4
(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 Securities Act, and is therefore,  unenforceable.  In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  Registrant  of  expenses  incurred  or paid by a
          director,  officer  or  controlling  person of the  Registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  Registrant  will,  unless  in 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  Securities  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  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 May 21, 1999.

                                SELECT COMFORT CORPORATION

                                By: /s/ Daniel J. McAthie
                                    Daniel J. McAthie
                                    President and Chief Executive Officer
                                    (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 Daniel
J.  McAthie  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 May 21, 1999 by the following persons
in the capacities indicated.

SIGNATURE                                          TITLE

/S/ Daniel J. McAthie               President and Chief Executive Officer
Daniel J. McAthie                   and Director

/s/ Patrick A. Hopf                 Chairman of the Board and Director
Patrick A. Hopf

/s/ H. Robert Hawthorne             Vice Chairman of the Board and Director
H. Robert Hawthorne

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

                                       6
/s/ Christopher P. Kirchen          Director
Christopher P. Kirchen

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

/S/ Kenneth A. Macke                Director
Kenneth A. Macke

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

                                    Director
Jean-Michel Valette

     Pursuant to the requirements of the Securities Act of 1933, the persons who
administer  the Select Comfort  Corporation  Profit Sharing and 401(k) Plan have
duly  caused this  Registration  Statement  to be signed on their  behalf by the
undersigned,  thereunto duly  authorized,  in the City of Minneapolis,  State of
Minnesota, on May 21, 1999.

                                    SELECT COMFORT CORPORATION
                                    PROFIT SHARING AND 401(k) PLAN

                                    By: /s/Thomas F. Masloski, Jr.
                                        Thomas F. Masloski, Jr.
                                        Director of Compensation and Benefits

                                       7
INDEX TO EXHIBITS

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

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

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

24.1   Power of Attorney............................. Included on page 6 of this
                                                      Registration Statement.
EXHIBIT 5.1
                  [Oppenheimer Wolff & Donnelly LLP Letterhead]

May 21, 1999

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

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

Ladies and Gentlemen:

We have acted as counsel to Select Comfort Corporation,  a Minnesota corporation
(the  "Company"),  in connection  with the  registration  by the Company of: (a)
100,000 shares (collectively,  the "Shares") of common stock, $.01 par value per
share (the "Common Stock") of the Company,  and (b) an  indeterminate  amount of
plan interests (the "Interests") issuable under the Company's Profit Sharing and
401(k) Plan (the "Plan"), pursuant to a Registration Statement on Form S-8 filed
with the Securities and Exchange  Commission on May 21, 1999 (the  "Registration
Statement").  We understand  that it is the Company's  intention that the Shares
will be purchased by the Plan Trustee on the open market.

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 Shares that are being  registered by the Company under the  Registration
    Statement  pursuant to the Plan  referred to in the  Registration  Statement
    shall not constitute original issuance securities,  but shall continue to be
    validly issued,  fully paid and  nonassessable  after being purchased in the
    open market transactions.
2.  The Interests,  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 non-assessable.

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 23.1

                        CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Select Comfort Corporation

We consent to the use of our reports incorporated herein by reference and to the
reference  to  our  firm  under  the  heading  "Incorporation  of  Documents  by
Reference" in this Registration Statement on Form S-8.

                                    KPMG PEAT MARWICK LLP

                                    /s/ KPMG Peat Marwick LLP

Minneapolis, Minnesota
May 21, 1999