<PAGE>
                              Registration No. 333-_________

                 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 Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization                   Identification Number)

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

       Waters Instruments, Inc. 1997 Associates Stock Purchase Plan
                       (Full Title of the Plan)

                           Jerry W. Grabowski
                President and Chief Executive 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>
<C>                 <C>           <C>              <C>               <C>
Title of Securities Amount to be  Proposed Maximum Proposed Maximum  Amount of
to be Registered    Registered(1)  Offering Price    Aggregate       Registra-
                                   Per Share(2)    Offering Price(2) tion Fee

Options to Purchase
Common Stock under
The 1997 Plan        Indefinite        $0.00        $        0.00      $ 0.00

Common Stock 
issuable upon 
exercise of options 
granted under the 
1997 Plan             200,000 shares   $5.75        $1,150,000        $339.25

     TOTAL:                                                           $339.25
<FN>
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 10, 1997.
</FN>
</TABLE>
<PAGE>
                                    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  
               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.
<PAGE>
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 1997 Associates Stock 
                 Purchase 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;
<PAGE>
                         (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.

<PAGE>
                                         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 16th
day of December, 1997.

                        WATERS INSTRUMENTS, INC.
                        (the "Registrant")
                        By /s/ Jerry W. Grabowski
                        Jerry W. Grabowski
                        President and Chief Executive Officer

     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 1997 Associates Stock Purchase 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.
<TABLE>
<S>
<C>                            <C>                                   <C>
Signature                     Title                                  Date


/s/ Jerry W. Grabowski        President, Chief Executive Officer
Jerry W. Grabowski            and Director (principal executive 
                              officer)                                12-16-97

/s/ Gregg Anshus              Chief Financial Officer and Treasurer
Gregg Anshus                  (principal financial and
                              accounting officer)                     12-16-97

/s/ William R. Franta         Director
William R. Franta                                                     12-16-97

/s/ Charles G. Schiefelbein   Director
Charles G. Schiefelbein                                               12-16-97

/s/ John A. Grimstad          Secretary and Director
John A. Grimstad                                                      12-16-97
</TABLE>
<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                            WATERS INSTRUMENTS, INC.
                         Form S-8 Registration Statement
<TABLE>
<CAPTION>

                            E X H I B I T  I N D E X
<S>
<C>          <C>
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)
</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15944}]
{"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": "333-42415", "film-number": "97739422"}, "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. 333-_________

                 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 Jurisdiction                           (I.R.S. Employer
of Incorporation or Organization                   Identification Number)

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

       Waters Instruments, Inc. 1997 Associates Stock Purchase Plan
                       (Full Title of the Plan)

                           Jerry W. Grabowski
                President and Chief Executive 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 Amount to be  Proposed Maximum Proposed Maximum  Amount of
to be Registered    Registered(1)  Offering Price    Aggregate       Registra-
                                   Per Share(2)    Offering Price(2) tion Fee

Options to Purchase
Common Stock under
The 1997 Plan        Indefinite        $0.00        $        0.00      $ 0.00

Common Stock 
issuable upon 
exercise of options 
granted under the 
1997 Plan             200,000 shares   $5.75        $1,150,000        $339.25

     TOTAL:                                                           $339.25
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 10, 1997.
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  
               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 1997 Associates Stock 
                 Purchase 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 16th
day of December, 1997.

                        WATERS INSTRUMENTS, INC.
                        (the "Registrant")
                        By /s/ Jerry W. Grabowski
                        Jerry W. Grabowski
                        President and Chief Executive Officer

     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 1997 Associates Stock Purchase 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
Jerry W. Grabowski            and Director (principal executive 
                              officer)                                12-16-97

/s/ Gregg Anshus              Chief Financial Officer and Treasurer
Gregg Anshus                  (principal financial and
                              accounting officer)                     12-16-97

/s/ William R. Franta         Director
William R. Franta                                                     12-16-97

/s/ Charles G. Schiefelbein   Director
Charles G. Schiefelbein                                               12-16-97

/s/ John A. Grimstad          Secretary and Director
John A. Grimstad                                                      12-16-97
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)