Securities and Exchange Commission on August 18, 2004
                                                      Registration No. 333-_____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

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

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

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

                           SELECT COMFORT CORPORATION
                            2004 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                             -----------------------

                                 MARK A. KIMBALL
                    SENIOR VICE PRESIDENT 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)

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
===================== ================ ====================== ======================== ===============
                                         PROPOSED MAXIMUM        PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING      REGISTRATION
  TO BE REGISTERED    REGISTERED (1)          SHARE (2)               PRICE (2)              FEE
--------------------- ---------------- ---------------------- ------------------------ ---------------
<S>                      <C>                  <C>                   <C>                  <C>
Common Stock, par
value $0.01 per          3,000,000            $14.60                $43,800,000          $5,549.46
share                    shares(2)
===================== ================ ====================== ======================== ===============
</TABLE>

(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     number of  additional  shares  that may be  offered  or  issued to  prevent
     dilution  resulting  from  stock  splits,   stock  dividends,   or  similar
     transactions pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee  pursuant to Rule 457(h)  under the  Securities  Act. The
     actual  offering  price  could be  higher or lower.  The  proposed  maximum
     offering  price is based on the average high and low reported  sales prices
     of the Registrant's  common stock as reported by the Nasdaq National Market
     on August 16, 2004.

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



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                     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:

     (a)  Annual Report on Form 10-K for the year ended January 3, 2004;

     (b)  Quarterly Report on Form 10-Q for the quarter ended April 3, 2004;

     (c)  Quarterly Report on Form 10-Q for the quarter ended July 3, 2004;

     (d)  Current Reports on Form 8-K dated January 9, 2004, January 14, 2004,
          February 10, 2004, March 1, 2004, March 4, 2004, April 9, 2004, April
          20, 2004, May 11, 2004, May 21, 2004, May 25, 2004, July 12, 2004,
          July 20, 2004, August 3, 2004 and August 12, 2004;

     (e)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since January 3, 2004; and

     (f)  The description of the Company's common stock contained in the
          Company's Registration Statement on Form S-3 (File No. 333-103469)
          filed February 27, 2003, as amended.

     All documents filed by the Company 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.

     Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.



                                       1
<PAGE>

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable. The Company's common stock to be offered and sold pursuant
to this Registration Statement is registered under Section 12 of the Exchange
Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of common stock offered hereby will be passed
upon for the Company by Mark A. Kimball, Senior Vice President and General
Counsel of the Company. As of August 11, 2004, Mr. Kimball beneficially owned,
directly or indirectly, 41,399 shares of common stock, including 271,498 shares
that he had the right to acquire within 60 days through the exercise of stock
options.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our restated articles of incorporation limit the liability of our directors
to the fullest extent permitted by the Minnesota Business Corporation Act.
Specifically, our directors 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 us or our 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 our restated articles of incorporation.

     The Minnesota Business Corporation Act requires that we indemnify any
director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred 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 a derivative
action in our name. Reference is made to the detailed terms of the Minnesota
indemnification statute, Section 302A.521 of the Minnesota Business Corporation
Act, for a complete statement of such indemnification rights. Our restated
articles of incorporation and our restated bylaws also require us to provide
indemnification to the fullest extent of the Minnesota indemnification statute.

     We also maintain a directors and officers insurance policy pursuant to
which our directors and officers are insured against liability for certain
actions in their capacity as directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling our company
pursuant to the foregoing provisions, we are aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.



                                       2
<PAGE>

ITEM 8.  EXHIBITS.

     The following is a complete list of exhibits filed or incorporated by
reference as a part of this Registration Statement:

Exhibit No.      Description
-----------      -----------
5.1              Opinion and Consent of Mark A. Kimball (filed electronically
                 herewith)

23.1             Consent of KPMG LLP (filed electronically herewith)

23.2             Consent of Mark A. Kimball (included in Exhibit 5.1)

24.1             Power of Attorney (filed electronically herewith)

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 of 1933;

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference
     in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of


                                       3
<PAGE>

     1934 (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the Registration Statement shall
     be deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 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 Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in 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.




                                       4
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Select Comfort
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Minnesota, on August 11, 2004.

                                    SELECT COMFORT CORPORATION

                                    By:  /s/Mark A. Kimball
                                       -----------------------
                                         Mark A. Kimball, Senior Vice President,
                                         General Counsel and Secretary


                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints William
R. McLaughlin and Mark A. Kimball, and either of them, his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
re-substitution, 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 any registration statement filed under Rule
462 under the Securities Act of 1933, as amended, 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 August 11, 2004 by the following
persons in the capacities indicated.

SIGNATURE                                       TITLE

  /s/William R. McLauglin                   Chairman of the Board, President and
--------------------------------------      Chief Executive Officer (principal
William R. McLaughlin                       executive officer) and Director

  /s/James C. Raabe                         Senior Vice President and Chief
--------------------------------------      Financial Officer (principal
James C. Raabe                              financial and accounting officer)

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

  /s/Patrick A. Hopf                        Director
--------------------------------------
Patrick A. Hopf

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

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




                                       5
<PAGE>

  /s/Brenda J. Lauderback                   Director
--------------------------------------
Brenda J. Lauderback

  /s/Michael A. Peel                        Director
--------------------------------------
Michael A. Peel

  /s/Trudy A. Rautio                        Director
--------------------------------------
Trudy A. Rautio

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

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









                                       6
<PAGE>

                                INDEX TO EXHIBITS


NO.                          ITEM                          METHOD OF FILING
---                          ----                          ----------------
5.1      Opinion of Mark A. Kimball.....................Filed herewith.

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

23.2     Consent of Mark A. Kimball.....................Included in Exhibit 5.1.

24.1     Powers of Attorney.............................Filed herewith.







<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "as-8_2004stockincentiveplan.txt", "description": "2004 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 18619}]
{"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": "333-118329", "film-number": "04983983"}, "business-address": {"street1": "6105 TRENTON LANE NORTH", "city": "MINNEAPOLIS", "state": "MN", "zip": "55442", "phone": "7635517000"}}
Securities and Exchange Commission on August 18, 2004
                                                      Registration No. 333-_____
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             -----------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             -----------------------

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

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

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

                           SELECT COMFORT CORPORATION
                            2004 STOCK INCENTIVE PLAN
                            (Full title of the plan)
                             -----------------------

                                 MARK A. KIMBALL
                    SENIOR VICE PRESIDENT 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)

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

                         CALCULATION OF REGISTRATION FEE

===================== ================ ====================== ======================== ===============
                                         PROPOSED MAXIMUM        PROPOSED MAXIMUM        AMOUNT OF
TITLE OF SECURITIES    AMOUNT TO BE     OFFERING PRICE PER      AGGREGATE OFFERING      REGISTRATION
  TO BE REGISTERED    REGISTERED (1)          SHARE (2)               PRICE (2)              FEE
--------------------- ---------------- ---------------------- ------------------------ ---------------
Common Stock, par
value $0.01 per          3,000,000            $14.60                $43,800,000          $5,549.46
share                    shares(2)
===================== ================ ====================== ======================== ===============
(1)  Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     number of  additional  shares  that may be  offered  or  issued to  prevent
     dilution  resulting  from  stock  splits,   stock  dividends,   or  similar
     transactions pursuant to the employee benefit plan described herein.

(2)  Estimated  solely  for  the  purpose  of  calculating  the  amount  of  the
     registration  fee  pursuant to Rule 457(h)  under the  Securities  Act. The
     actual  offering  price  could be  higher or lower.  The  proposed  maximum
     offering  price is based on the average high and low reported  sales prices
     of the Registrant's  common stock as reported by the Nasdaq National Market
     on August 16, 2004.

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

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

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

                                     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:

     (a)  Annual Report on Form 10-K for the year ended January 3, 2004;

     (b)  Quarterly Report on Form 10-Q for the quarter ended April 3, 2004;

     (c)  Quarterly Report on Form 10-Q for the quarter ended July 3, 2004;

     (d)  Current Reports on Form 8-K dated January 9, 2004, January 14, 2004,
          February 10, 2004, March 1, 2004, March 4, 2004, April 9, 2004, April
          20, 2004, May 11, 2004, May 21, 2004, May 25, 2004, July 12, 2004,
          July 20, 2004, August 3, 2004 and August 12, 2004;

     (e)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since January 3, 2004; and

     (f)  The description of the Company's common stock contained in the
          Company's Registration Statement on Form S-3 (File No. 333-103469)
          filed February 27, 2003, as amended.

     All documents filed by the Company 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.

     Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.

                                       1
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable. The Company's common stock to be offered and sold pursuant
to this Registration Statement is registered under Section 12 of the Exchange
Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of common stock offered hereby will be passed
upon for the Company by Mark A. Kimball, Senior Vice President and General
Counsel of the Company. As of August 11, 2004, Mr. Kimball beneficially owned,
directly or indirectly, 41,399 shares of common stock, including 271,498 shares
that he had the right to acquire within 60 days through the exercise of stock
options.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Our restated articles of incorporation limit the liability of our directors
to the fullest extent permitted by the Minnesota Business Corporation Act.
Specifically, our directors 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 us or our 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 our restated articles of incorporation.

     The Minnesota Business Corporation Act requires that we indemnify any
director, officer or employee made or threatened to be made a party to a
proceeding, by reason of the former or present official capacity of the person,
against judgments, penalties, fines, settlements and reasonable expenses
incurred 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 a derivative
action in our name. Reference is made to the detailed terms of the Minnesota
indemnification statute, Section 302A.521 of the Minnesota Business Corporation
Act, for a complete statement of such indemnification rights. Our restated
articles of incorporation and our restated bylaws also require us to provide
indemnification to the fullest extent of the Minnesota indemnification statute.

     We also maintain a directors and officers insurance policy pursuant to
which our directors and officers are insured against liability for certain
actions in their capacity as directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling our company
pursuant to the foregoing provisions, we are aware that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

                                       2
ITEM 8.  EXHIBITS.

     The following is a complete list of exhibits filed or incorporated by
reference as a part of this Registration Statement:

Exhibit No.      Description
-----------      -----------
5.1              Opinion and Consent of Mark A. Kimball (filed electronically
                 herewith)

23.1             Consent of KPMG LLP (filed electronically herewith)

23.2             Consent of Mark A. Kimball (included in Exhibit 5.1)

24.1             Power of Attorney (filed electronically herewith)

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 of 1933;

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

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

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference
     in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  Registration  Statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

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

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
     of the Securities Exchange Act of

                                       3
1934 (and, where applicable, each filing of an employee benefit plan's
     annual report pursuant to Section 15(d) of the Securities Exchange Act of
     1934) that is incorporated by reference in the Registration Statement shall
     be deemed to be a new Registration Statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 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 Securities and
     Exchange Commission such indemnification is against public policy as
     expressed in the Act and is, therefore, unenforceable. In the event that a
     claim for indemnification against such liabilities (other than the payment
     by the Registrant of expenses incurred or paid by a director, officer or
     controlling person of the Registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in 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.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Select Comfort
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plymouth, State of Minnesota, on August 11, 2004.

                                    SELECT COMFORT CORPORATION

                                    By:  /s/Mark A. Kimball
                                       -----------------------
                                         Mark A. Kimball, Senior Vice President,
                                         General Counsel and Secretary

                                POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints William
R. McLaughlin and Mark A. Kimball, and either of them, his or her true and
lawful attorney-in-fact and agent with full powers of substitution and
re-substitution, 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 any registration statement filed under Rule
462 under the Securities Act of 1933, as amended, 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 August 11, 2004 by the following
persons in the capacities indicated.

SIGNATURE                                       TITLE

  /s/William R. McLauglin                   Chairman of the Board, President and
--------------------------------------      Chief Executive Officer (principal
William R. McLaughlin                       executive officer) and Director

  /s/James C. Raabe                         Senior Vice President and Chief
--------------------------------------      Financial Officer (principal
James C. Raabe                              financial and accounting officer)

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

  /s/Patrick A. Hopf                        Director
--------------------------------------
Patrick A. Hopf

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

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

                                       5
/s/Brenda J. Lauderback                   Director
--------------------------------------
Brenda J. Lauderback

  /s/Michael A. Peel                        Director
--------------------------------------
Michael A. Peel

  /s/Trudy A. Rautio                        Director
--------------------------------------
Trudy A. Rautio

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

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

                                       6
INDEX TO EXHIBITS

NO.                          ITEM                          METHOD OF FILING
---                          ----                          ----------------
5.1      Opinion of Mark A. Kimball.....................Filed herewith.

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

23.2     Consent of Mark A. Kimball.....................Included in Exhibit 5.1.

24.1     Powers of Attorney.............................Filed herewith.