As filed with the Securities and Exchange Commission on January 11, 2002
                                                  Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT Under The Securities Act of 1933

                              POSSIS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

              Minnesota                                     41-0783184
     (State or other jurisdiction                        (I.R.S. employer
   of incorporation or organization)                    identification no.)

                          9055 Evergreen Boulevard N.W.
                          Minneapolis, Minnesota 55433
               (Address of principal executive offices) (Zip code)


           POSSIS MEDICAL, INC. RESTATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                Irving R. Colacci
                 Vice President, Legal Affairs & Human Resources
                          General Counsel and Secretary
                              Possis Medical, Inc.
                          9055 Evergreen Boulevard N.W.
                          Minneapolis, Minnesota 55433
                     (Name and address of agent for service)

                                 (763) 780-4555
          (Telephone number, including area code, of agent for service)

             Copy to:              Amy E. Ayotte, Esq.
                                  Dorsey & Whitney LLP
                            50 South Sixth Street, Suite 1500
                              Minneapolis, Minnesota 55402
                                     (612) 340-2600

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

Title of securities    Amount to be     Maximum aggregate        Amount of
  to be registered     registered(1)    offering price(2)    registration fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  Common Stock,
 $.40 par value(3)    300,000 Shares     $5,124,000           $1,225
-------------------------------------------------------------------------------

     (1) The number of shares being registered  represents  additional shares of
Possis  Medical,  Inc.  common stock that may be issued pursuant to this plan in
addition to shares previously registered for issuance under this plan.

     (2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(1) based upon the average of the high and
low sale  prices of the common  stock on January 7,  2002,  as  reported  on the
Nasdaq National Market.

     (3) Includes corresponding rights to acquire shares of Possis Medical, Inc.
common stock  pursuant to the Rights  Agreement,  dated as of December 12, 1996,
between  Possis  Medical,   Inc.  and  Wells  Fargo  Bank  Minnesota,   National
Association (f/k/a Norwest Bank Minnesota, National Association).

<PAGE>


                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following  documents,  which have been filed by us with the  Securities
and Exchange  Commission,  are  incorporated  by reference in this  registration
statement, as of their respective dates:

     (a) our Annual Report on Form 10-K for the fiscal year ended July 31, 2001;

     (b) our Quarterly  Report on Form 10-Q for the fiscal quarter ended October
31, 2001; and

     (c) the  description  of our common  stock  contained  in any  registration
statement or report  filed by us under the  Securities  Act of 1933,  as amended
(the "Securities Act"), or under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

     In addition,  all documents filed by us pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective dates of filing of such documents.  Any statement  contained
herein or in a  document  all or part of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Section  302A.521  of  the  Minnesota  Business  Corporation  Act  requires
corporations  to  indemnify  any person who is made or  threatened  to be made a
party to any proceeding,  by reason of the person's  former or present  official
capacity,  against  judgments,  penalties,  fines,  settlements  and  reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection  with  the  proceeding  if  certain  statutory   standards  are  met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation.  The general effect of Minnesota  Statutes Section
302A.521 is to  reimburse  (or pay on behalf of) the  directors  and officers of
Possis  Medical with respect to any personal  liability  that may be imposed for
certain acts performed in their  capacity as our directors and officers,  except
where they have not acted in good  faith.  Section  302A.521  contains  detailed
terms regarding this right of indemnification,  and reference is made to Section
302A.521 for a complete statement of indemnification rights.

     Our bylaws provide for  indemnification  to the maximum extent permitted by
Minnesota  Statutes.  In  addition,  we  generally  enter  into  indemnification
agreements with our officers and directors,  and we maintain an insurance policy
to assist in funding  indemnification  of  directors  and  officers  for certain
liabilities.

<PAGE>


     Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4.1  Rights  Agreement,  dated as of  December  12,  1996,  between  Possis
Medical,  Inc.  and Wells  Fargo Bank  Minnesota,  National  Association  (f/k/a
Norwest  Bank  Minnesota,  National  Association),  including  the Form of Right
Certificate attached as Exhibit B thereto  (incorporated by reference to Exhibit
1 to Possis Medical,  Inc.'s  Registration  Statement on Form 8-A filed December
12, 1996).

     5.1 Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Deloitte & Touche LLP.

     23.2  Consent of Dorsey & Whitney  LLP  (included  in  Exhibit  5.1 to this
registration statement).

     24.1 Power of Attorney (included on the signature page to this registration
statement).

     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of 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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Securities and Exchange  Commission pursuant to Rule 424(b) under
the  Securities  Act if, in the  aggregate,  the  changes  in  volume  and price
represent no more than a 20% change in the maximum aggregate  offering price set
forth  in  the  "Calculation  of  Registration   Fee"  table  in  the  effective
registration statement; and

     (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) above  will 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 Securities and Exchange  Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are  incorporated  by reference in the
registration statement.

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

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

<PAGE>

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or paid by a  director,  officer  or other  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  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  Minneapolis,  State of  Minnesota,  on January 11,
2002.

                                      POSSIS MEDICAL, INC.
                                            /s/
                                      Robert G. Dutcher
                                      President and Chief Executive Officer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints  Robert G. Dutcher and Irving R.
Colacci,  and each of them, the undersigned's true and lawful  attorneys-in-fact
and  agents,  with  full  power  of  substitution  and  resubstitution,  for the
undersigned  and in his or her name,  place and stead, in any and all capacities
(including  the  undersigned's  capacity as a director  and/or officer of Possis
Medical,  Inc.),  to sign  one or more  registration  statements  on Form S-8 of
Possis Medical,  Inc. to be filed under the Securities Act of 1933,  relating to
the registration of shares for issuance under the Possis Medical,  Inc. Restated
Employee  Stock   Purchase   Plan,   and  any  and  all  amendments   (including
post-effective  amendments)  to such  registration  statements,  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,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
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 or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Name                                        Title             Date

 /s/ Robert G. Dutcher      Chairman, President and            January 11, 2002
Robert G. Dutcher           Chief Executive Officer
                            (Principal Executive Officer)

 /s/  Eapen Chacko          Vice President, Finance and        January 11, 2002
Eapen Chacko                Chief Financial Officer (Principal
                            Financial and Accounting Officer)

 /s/  Donald  C. Wegmiller  Director                           January 11, 2002
Donald C. Wegmiller

 /s/  Mary K. Brainerd      Director                           January 11, 2002
Mary K. Brainerd

 /s/  Seymour J. Mansfield  Director                           January 11, 2002
Seymour J. Mansfield

 /s/  William C. Mattison   Director                           January 11,2002
William C. Mattison

 /s/  Whitney A. McFarlin   Director                           January 11, 2002
Whitney A. McFarlin

 /s/  Rodney A. Young       Director                           January 11, 2002
Rodney A. Young

<PAGE>


                                  EXHIBIT INDEX


     4.1  Rights  Agreement,  dated as of  December  12,  1996,  between  Possis
Medical,  Inc.  and Wells  Fargo Bank  Minnesota,  National  Association  (f/k/a
Norwest  Bank  Minnesota,  National  Association),  including  the Form of Right
Certificate attached as Exhibit B thereto  (incorporated by reference to Exhibit
1 to Possis Medical,  Inc.'s  Registration  Statement on Form 8-A filed December
12, 1996).

     5.1 Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Deloitte & Touche LLP.

     23.2  Consent of Dorsey & Whitney  LLP  (included  in  Exhibit  5.1 to this
registration statement).

     24.1 Power of Attorney (included on the signature page to this registration
statement).


<PAGE>
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{"company-data": {"conformed-name": "POSSIS MEDICAL INC", "cik": "0000079677", "assigned-sic": "3842", "irs-number": "410783184", "state-of-incorporation": "MN", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76618", "film-number": "2507804"}, "business-address": {"street1": "9055 EVERGREEN BLVD N W", "city": "MINNEAPOLIS", "state": "MN", "zip": "55433-8003", "phone": "6127804555"}, "mail-address": {"street1": "9055 EVERGREEN BLVD N W", "city": "MINNAPOLIS", "state": "MN", "zip": "55433-8003"}, "former-company": {"former-conformed-name": "POSSIS MACHINE CORP", "date-changed": "19721106"}}
As filed with the Securities and Exchange Commission on January 11, 2002
                                                  Registration No. 333-_____

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT Under The Securities Act of 1933

                              POSSIS MEDICAL, INC.
             (Exact name of registrant as specified in its charter)

              Minnesota                                     41-0783184
     (State or other jurisdiction                        (I.R.S. employer
   of incorporation or organization)                    identification no.)

                          9055 Evergreen Boulevard N.W.
                          Minneapolis, Minnesota 55433
               (Address of principal executive offices) (Zip code)

           POSSIS MEDICAL, INC. RESTATED EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                Irving R. Colacci
                 Vice President, Legal Affairs & Human Resources
                          General Counsel and Secretary
                              Possis Medical, Inc.
                          9055 Evergreen Boulevard N.W.
                          Minneapolis, Minnesota 55433
                     (Name and address of agent for service)

                                 (763) 780-4555
          (Telephone number, including area code, of agent for service)

             Copy to:              Amy E. Ayotte, Esq.
                                  Dorsey & Whitney LLP
                            50 South Sixth Street, Suite 1500
                              Minneapolis, Minnesota 55402
                                     (612) 340-2600

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------

Title of securities    Amount to be     Maximum aggregate        Amount of
  to be registered     registered(1)    offering price(2)    registration fee
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

  Common Stock,
 $.40 par value(3)    300,000 Shares     $5,124,000           $1,225
-------------------------------------------------------------------------------

     (1) The number of shares being registered  represents  additional shares of
Possis  Medical,  Inc.  common stock that may be issued pursuant to this plan in
addition to shares previously registered for issuance under this plan.

     (2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 457(h)(1) based upon the average of the high and
low sale  prices of the common  stock on January 7,  2002,  as  reported  on the
Nasdaq National Market.

     (3) Includes corresponding rights to acquire shares of Possis Medical, Inc.
common stock  pursuant to the Rights  Agreement,  dated as of December 12, 1996,
between  Possis  Medical,   Inc.  and  Wells  Fargo  Bank  Minnesota,   National
Association (f/k/a Norwest Bank Minnesota, National Association).
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3. Incorporation of Documents by Reference.

     The following  documents,  which have been filed by us with the  Securities
and Exchange  Commission,  are  incorporated  by reference in this  registration
statement, as of their respective dates:

     (a) our Annual Report on Form 10-K for the fiscal year ended July 31, 2001;

     (b) our Quarterly  Report on Form 10-Q for the fiscal quarter ended October
31, 2001; and

     (c) the  description  of our common  stock  contained  in any  registration
statement or report  filed by us under the  Securities  Act of 1933,  as amended
(the "Securities Act"), or under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.

     In addition,  all documents filed by us pursuant to Sections 13(a),  13(c),
14 and 15(d) of the Exchange Act  subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold, or which  deregisters  all securities  remaining  unsold,
shall be deemed to be incorporated  by reference  herein and to be a part hereof
from the respective dates of filing of such documents.  Any statement  contained
herein or in a  document  all or part of which is  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  registration  statement  to the extent  that a statement
contained  herein or in any  subsequently  filed  document  which  also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  registration
statement.

     Item 4. Description of Securities.

     Not applicable.

     Item 5. Interests of Named Experts and Counsel.

     Not applicable.

     Item 6. Indemnification of Directors and Officers.

     Section  302A.521  of  the  Minnesota  Business  Corporation  Act  requires
corporations  to  indemnify  any person who is made or  threatened  to be made a
party to any proceeding,  by reason of the person's  former or present  official
capacity,  against  judgments,  penalties,  fines,  settlements  and  reasonable
expenses, including attorneys' fees and disbursements, incurred by the person in
connection  with  the  proceeding  if  certain  statutory   standards  are  met.
"Proceeding"  means  a  threatened,   pending  or  completed  civil,   criminal,
administrative,  arbitration or investigative proceeding, including one by or in
the right of the corporation.  The general effect of Minnesota  Statutes Section
302A.521 is to  reimburse  (or pay on behalf of) the  directors  and officers of
Possis  Medical with respect to any personal  liability  that may be imposed for
certain acts performed in their  capacity as our directors and officers,  except
where they have not acted in good  faith.  Section  302A.521  contains  detailed
terms regarding this right of indemnification,  and reference is made to Section
302A.521 for a complete statement of indemnification rights.

     Our bylaws provide for  indemnification  to the maximum extent permitted by
Minnesota  Statutes.  In  addition,  we  generally  enter  into  indemnification
agreements with our officers and directors,  and we maintain an insurance policy
to assist in funding  indemnification  of  directors  and  officers  for certain
liabilities.
Item 7. Exemption from Registration Claimed.

     Not applicable.

     Item 8. Exhibits.

     4.1  Rights  Agreement,  dated as of  December  12,  1996,  between  Possis
Medical,  Inc.  and Wells  Fargo Bank  Minnesota,  National  Association  (f/k/a
Norwest  Bank  Minnesota,  National  Association),  including  the Form of Right
Certificate attached as Exhibit B thereto  (incorporated by reference to Exhibit
1 to Possis Medical,  Inc.'s  Registration  Statement on Form 8-A filed December
12, 1996).

     5.1 Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Deloitte & Touche LLP.

     23.2  Consent of Dorsey & Whitney  LLP  (included  in  Exhibit  5.1 to this
registration statement).

     24.1 Power of Attorney (included on the signature page to this registration
statement).

     Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

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

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

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of 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.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Securities and Exchange  Commission pursuant to Rule 424(b) under
the  Securities  Act if, in the  aggregate,  the  changes  in  volume  and price
represent no more than a 20% change in the maximum aggregate  offering price set
forth  in  the  "Calculation  of  Registration   Fee"  table  in  the  effective
registration statement; and

     (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) above  will 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 Securities and Exchange  Commission by the registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are  incorporated  by reference in the
registration statement.

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

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act 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 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 Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred  or paid by a  director,  officer  or other  controlling  person of the
registrant  in the  successful  defense of any action,  suit or  proceeding)  is
asserted by such director,  officer or controlling person in connection with the
securities being  registered,  the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question whether such  indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Minneapolis,  State of  Minnesota,  on January 11,
2002.

                                      POSSIS MEDICAL, INC.
                                            /s/
                                      Robert G. Dutcher
                                      President and Chief Executive Officer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears below hereby  constitutes  and appoints  Robert G. Dutcher and Irving R.
Colacci,  and each of them, the undersigned's true and lawful  attorneys-in-fact
and  agents,  with  full  power  of  substitution  and  resubstitution,  for the
undersigned  and in his or her name,  place and stead, in any and all capacities
(including  the  undersigned's  capacity as a director  and/or officer of Possis
Medical,  Inc.),  to sign  one or more  registration  statements  on Form S-8 of
Possis Medical,  Inc. to be filed under the Securities Act of 1933,  relating to
the registration of shares for issuance under the Possis Medical,  Inc. Restated
Employee  Stock   Purchase   Plan,   and  any  and  all  amendments   (including
post-effective  amendments)  to such  registration  statements,  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,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
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 or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

     Name                                        Title             Date

 /s/ Robert G. Dutcher      Chairman, President and            January 11, 2002
Robert G. Dutcher           Chief Executive Officer
                            (Principal Executive Officer)

 /s/  Eapen Chacko          Vice President, Finance and        January 11, 2002
Eapen Chacko                Chief Financial Officer (Principal
                            Financial and Accounting Officer)

 /s/  Donald  C. Wegmiller  Director                           January 11, 2002
Donald C. Wegmiller

 /s/  Mary K. Brainerd      Director                           January 11, 2002
Mary K. Brainerd

 /s/  Seymour J. Mansfield  Director                           January 11, 2002
Seymour J. Mansfield

 /s/  William C. Mattison   Director                           January 11,2002
William C. Mattison

 /s/  Whitney A. McFarlin   Director                           January 11, 2002
Whitney A. McFarlin

 /s/  Rodney A. Young       Director                           January 11, 2002
Rodney A. Young
EXHIBIT INDEX

     4.1  Rights  Agreement,  dated as of  December  12,  1996,  between  Possis
Medical,  Inc.  and Wells  Fargo Bank  Minnesota,  National  Association  (f/k/a
Norwest  Bank  Minnesota,  National  Association),  including  the Form of Right
Certificate attached as Exhibit B thereto  (incorporated by reference to Exhibit
1 to Possis Medical,  Inc.'s  Registration  Statement on Form 8-A filed December
12, 1996).

     5.1 Opinion of Dorsey & Whitney LLP.

     23.1 Consent of Deloitte & Touche LLP.

     23.2  Consent of Dorsey & Whitney  LLP  (included  in  Exhibit  5.1 to this
registration statement).

     24.1 Power of Attorney (included on the signature page to this registration
statement).