Registration No. 33-_________


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

     FORM S-8

     REGISTRATION STATEMENT
     Under
     The Securities Act of 1933

     WATERS INSTRUMENTS, INC.
     (Exact Name of Registrant as Specified in its Charter)

                  Minnesota                                  41-
0832194
           (State or Other Juris-                    (I.R.S.
Employer
          diction of Incorporation                Identification
Number)
             or Organization)

     2411 Seventh Street N.W.
     Rochester, Minnesota 55901
     (Address of Principal Executive Office and Zip Code)



     Waters Instruments, Inc. 1995 Stock Option Plan
     (Full Title of the Plan)


     Jerry W. Grabowski
     President, Chief Executive Officer and Chief Financial
Officer
     Waters Instruments, Inc.
     2411 Seventh Street N.W.
     Rochester, Minnesota 55901
     (507) 288-7777
     (Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

     Copies to:
     Elizabeth M. Reiskytl
     Fredrikson & Byron, P.A.
     1100 International Centre
     Minneapolis, Minnesota  55402


<TABLE>
<CAPTION>

     CALCULATION OF REGISTRATION FEE
<S>

Title of Securities
to be Registered
<C>

Amount to be
Registered(1)
<C>
Proposed Maximum
Offering Price
Per Share(2)
<C>
Proposed
Maximum
Aggregate
Offering Price(2)
<C>

Amount of
Registration FeeOptions to PurchaseCommon Stock under the 1995
Plan

Common Stock issuable upon exercise of options granted under the
1995 Plan

TOTAL:Indefinite150,000 shares$ 0.00$4.3125      $
0.00$646,875.00      $ 0.00$223.06$223.06<FN>
<F1>
(1)  In addition, pursuant to Rule 416 under the
Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan
described herein and any additional securities which
may become issuable pursuant to anti-dilution
provisions of the plan.

(2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee and based
upon the average of the high and low prices of the
Registrant's Common Stock on December 5, 1995.



</FN>
</TABLE>


     PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents by Reference.

          The Registrant hereby incorporates by
reference into this Registration Statement the
documents listed in (a) through (c) below:

          (a)  The Registrant's latest annual report
filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, or either (I) the
latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal
year for which such statements have been filed or (II)
the Registrant's effective registration statement on
Form 10 or 10-SB filed under the Securities Exchange
Act of 1934 containing audited financial statements for
the Registrant's latest fiscal year;

          (b)  All other reports filed pursuant to
Section 13(a) or 15(d) of the
 Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant
document referred to in (a) above;

          (c)  If the class of securities to be offered
is registered under Section 12 of
the Securities Exchange Act of 1934, the description of
such class of securities contained in a
registration statement filed under such Act, including
any amendment or report filed for the
purpose of updating such description.

          All documents subsequently filed by the
Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all such
 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.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Under Minnesota corporate law, a corporation
shall, unless prohibited or limited by its Articles of
Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments,
penalties, fines, settlements, expenses and
disbursements incurred by such person who was, or is
threatened to be, made a party to a proceeding by
reason of the fact that the person is or was a
director, officer, employee or agent of the corporation
if generally, with respect to the acts or omissions of
the person complained of in the proceeding, the person:
(i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted
in good faith, (iii) received no improper personal
benefit; (iv) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was
unlawful; and (v) reasonably believed the conduct was
in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was
not opposed to the best interests of the corporation.
Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on
behalf of any indemnified party against any liability
asserted against such person, whether or not the
corporation would have been required to indemnify the
person against liability under the provisions of
Minnesota corporate law.  The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's
obligation to indemnify such persons.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          5    Opinion and Consent of Fredrikson &
Byron, P.A. relating to the legality of securities
under the 1995 Stock Option Plan.

          23.1 Consent of Fredrikson & Byron, P.A.  --
included in their opinion filed as Exhibit 5.

          23.2 Consent of McGladrey & Pullen LLP.

          24   Power of Attorney from certain
directors.

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, represents 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 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 purposes 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 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 final
adjudication of such issue.


     SIGNATURES

     The Registrant.  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 Rochester and State of
Minnesota, on the 6th day of December, 1995.

                         WATERS INSTRUMENTS, INC.
                         (the "Registrant")

                         By /s/ Jerry W. Grabowski
                             Jerry W. Grabowski,
President, Chief Executive Officer,
                              Chief Financial Officer,
Secretary and Treasurer

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on
the dates indicated.

     (Power of Attorney)

     Each of the undersigned constitutes and appoints
Jerry W. Grabowski his true and lawful attorney-in-fact
and agent, with full powers of substitution and
resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Form S-8
Registration Statement of Waters Instruments, Inc.
relating to the Company's 1995 Stock Option Plan and
any or all amendments or post-effective amendments to
the Form S-8 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 attorneys-in-fact and
agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Signature                Title
Date


/s/ Jerry W. Grabowski        President, Chief
Executive Officer   December 6, 1995
Jerry W. Grabowski            Chief Financial Officer,
Secretary,
                         Treasurer and Director
(principal
                         executive officer and
principal
                         financial and accounting
officer)

/s/ Stewart D. Siebens        Chairman of the Board and
Stewart D. Siebens            Director


/s/ Charles G. Schiefelbein        Director
December 6, 1995
Charles G. Schiefelbein


     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549






     WATERS INSTRUMENTS, INC.



     Form S-8 Registration Statement




     E X H I B I T  I N D E X



Exhibit
Number              Exhibit Description

 5        Opinion and Consent of counsel re securities
             under the Plan
23.1           Consent of counsel (included in Exhibit
5)
23.2      Consent of independent accountants
24        Power of attorney (included on signature
page)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12910}]
{"company-data": {"conformed-name": "WATERS INSTRUMENTS INC", "cik": "0000104987", "assigned-sic": "3612", "irs-number": "410832194", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-64937", "film-number": "95601067"}, "business-address": {"street1": "2411 SEVENTH ST NW", "city": "ROCHESTER", "state": "MN", "zip": "55901", "phone": "5072887777"}, "mail-address": {"street1": "2411 7TH ST  NW", "city": "ROCHESTER", "state": "NY", "zip": "55901"}, "former-company": {"former-conformed-name": "FLO TRONICS INC", "date-changed": "19710602"}}
Registration No. 33-_________

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

     FORM S-8

     REGISTRATION STATEMENT
     Under
     The Securities Act of 1933

     WATERS INSTRUMENTS, INC.
     (Exact Name of Registrant as Specified in its Charter)

                  Minnesota                                  41-
0832194
           (State or Other Juris-                    (I.R.S.
Employer
          diction of Incorporation                Identification
Number)
             or Organization)

     2411 Seventh Street N.W.
     Rochester, Minnesota 55901
     (Address of Principal Executive Office and Zip Code)

     Waters Instruments, Inc. 1995 Stock Option Plan
     (Full Title of the Plan)

     Jerry W. Grabowski
     President, Chief Executive Officer and Chief Financial
Officer
     Waters Instruments, Inc.
     2411 Seventh Street N.W.
     Rochester, Minnesota 55901
     (507) 288-7777
     (Name, Address and Telephone Number, Including Area Code, of
Agent for Service)

     Copies to:
     Elizabeth M. Reiskytl
     Fredrikson & Byron, P.A.
     1100 International Centre
     Minneapolis, Minnesota  55402
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price(2)
Amount of
Registration FeeOptions to PurchaseCommon Stock under the 1995
Plan

Common Stock issuable upon exercise of options granted under the
1995 Plan

TOTAL:Indefinite150,000 shares$ 0.00$4.3125      $
0.00$646,875.00      $ 0.00$223.06$223.06
(1)  In addition, pursuant to Rule 416 under the
Securities Act of 1933, this Registration Statement
also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan
described herein and any additional securities which
may become issuable pursuant to anti-dilution
provisions of the plan.

(2)  Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee and based
upon the average of the high and low prices of the
Registrant's Common Stock on December 5, 1995.
PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The Registrant hereby incorporates by
reference into this Registration Statement the
documents listed in (a) through (c) below:

          (a)  The Registrant's latest annual report
filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, or either (I) the
latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933 that contains audited
financial statements for the Registrant's latest fiscal
year for which such statements have been filed or (II)
the Registrant's effective registration statement on
Form 10 or 10-SB filed under the Securities Exchange
Act of 1934 containing audited financial statements for
the Registrant's latest fiscal year;

          (b)  All other reports filed pursuant to
Section 13(a) or 15(d) of the
 Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Registrant
document referred to in (a) above;

          (c)  If the class of securities to be offered
is registered under Section 12 of
the Securities Exchange Act of 1934, the description of
such class of securities contained in a
registration statement filed under such Act, including
any amendment or report filed for the
purpose of updating such description.

          All documents subsequently filed by the
Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective
amendment which indicates that all securities offered
have been sold or which deregisters all such
 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.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not applicable.

Item 6.   Indemnification of Directors and Officers.

          Under Minnesota corporate law, a corporation
shall, unless prohibited or limited by its Articles of
Incorporation or Bylaws, indemnify its directors,
officers, employees and agents against judgments,
penalties, fines, settlements, expenses and
disbursements incurred by such person who was, or is
threatened to be, made a party to a proceeding by
reason of the fact that the person is or was a
director, officer, employee or agent of the corporation
if generally, with respect to the acts or omissions of
the person complained of in the proceeding, the person:
(i) has not been indemnified by another organization
with respect to the same acts or omissions; (ii) acted
in good faith, (iii) received no improper personal
benefit; (iv) in the case of a criminal proceeding, had
no reasonable cause to believe the conduct was
unlawful; and (v) reasonably believed the conduct was
in the best interests of the corporation or, in certain
circumstances, reasonably believed that the conduct was
not opposed to the best interests of the corporation.
Minnesota corporate law also provides that a
corporation may purchase and maintain insurance on
behalf of any indemnified party against any liability
asserted against such person, whether or not the
corporation would have been required to indemnify the
person against liability under the provisions of
Minnesota corporate law.  The Registrant's Articles of
Incorporation and Bylaws do not limit the Registrant's
obligation to indemnify such persons.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

          5    Opinion and Consent of Fredrikson &
Byron, P.A. relating to the legality of securities
under the 1995 Stock Option Plan.

          23.1 Consent of Fredrikson & Byron, P.A.  --
included in their opinion filed as Exhibit 5.

          23.2 Consent of McGladrey & Pullen LLP.

          24   Power of Attorney from certain
directors.

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, represents 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 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 purposes 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 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 final
adjudication of such issue.

     SIGNATURES

     The Registrant.  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 Rochester and State of
Minnesota, on the 6th day of December, 1995.

                         WATERS INSTRUMENTS, INC.
                         (the "Registrant")

                         By /s/ Jerry W. Grabowski
                             Jerry W. Grabowski,
President, Chief Executive Officer,
                              Chief Financial Officer,
Secretary and Treasurer

     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed
below by the following persons in the capacities and on
the dates indicated.

     (Power of Attorney)

     Each of the undersigned constitutes and appoints
Jerry W. Grabowski his true and lawful attorney-in-fact
and agent, with full powers of substitution and
resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign the Form S-8
Registration Statement of Waters Instruments, Inc.
relating to the Company's 1995 Stock Option Plan and
any or all amendments or post-effective amendments to
the Form S-8 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 attorneys-in-fact and
agents, each acting alone, full power and authority to
do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents,
each acting alone, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

     Signature                Title
Date

/s/ Jerry W. Grabowski        President, Chief
Executive Officer   December 6, 1995
Jerry W. Grabowski            Chief Financial Officer,
Secretary,
                         Treasurer and Director
(principal
                         executive officer and
principal
                         financial and accounting
officer)

/s/ Stewart D. Siebens        Chairman of the Board and
Stewart D. Siebens            Director

/s/ Charles G. Schiefelbein        Director
December 6, 1995
Charles G. Schiefelbein

     SECURITIES AND EXCHANGE COMMISSION
     Washington, D.C.  20549

     WATERS INSTRUMENTS, INC.

     Form S-8 Registration Statement

     E X H I B I T  I N D E X

Exhibit
Number              Exhibit Description

 5        Opinion and Consent of counsel re securities
             under the Plan
23.1           Consent of counsel (included in Exhibit
5)
23.2      Consent of independent accountants
24        Power of attorney (included on signature
page)