The Registrant requests effectiveness of this
                                Registration Statement upon filing in accordance
                                                               with Rule 462(a).

         As filed with the Securities & Exchange Commission on November 12, 1996
                                                  Registration No. 33-__________

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

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

                                    FORM S-8

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

                                 CHRONIMED INC.
             (Exact name of registrant as specified in its charter)

            Minnesota                                    41-1515691
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                              13911 RIDGEDALE DRIVE
                           MINNETONKA, MINNESOTA 55305
                                 (612) 541-0239
          (Address and telephone number of principal executive offices)
                            -------------------------

                      CHRONIMED INC. 1997 STOCK OPTION PLAN
                            (Full title of the Plan)

                              Maurice R. Taylor, II
                              13911 Ridgedale Drive
                           Minnetonka, Minnesota 55305
                                 (612) 541-0239
            (Name, address and telephone number of agent for service)
                            -------------------------

           Approximate date of proposed commencement of sales pursuant
             to the Plan: From time to time after this Registration
                          Statement becomes effective.

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



<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE


========================== ==================== ================================ ================================ ==================
        Title of                 Amount                Proposed maximum                 Proposed maximum               Amount of
      securities to               to be                 offering price                 aggregate offering             registration
      be registered            registered              per share (1)(2)                   price (1)(2)                  fee (2)
========================== ==================== ================================ ================================ ==================

<S>                              <C>                          <C>                          <C>                          <C>   
Common Stock,                    1,000,000                    $14.875                      $14,875,000                  $5,129
   par value $.01

</TABLE>

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

(1)      Consists of an aggregate of 1,000,000 shares of Common Stock that may
         be optioned and sold under one or more offerings to be made from time
         to time under the Chronimed Inc. 1997 Stock Option Plan (the "Plan").
         Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement also covers an indeterminate number of shares
         which may be offered or sold pursuant to the Plan as a result of the
         operation of the provisions of the Plan intended to prevent dilution in
         the event of stock splits, consolidations or similar changes in capital
         stock.

(2)      Estimated solely for purposes of computing the registration fee. In
         accordance with Rule 457(c) and (h), the price used is the average of
         the high and low sales prices of the Common Stock in the NASDAQ
         National Market on November 6, 1996.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive options under the Chronimed Inc. 1997
Stock Option Plan (the "Plan").


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission"). The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File No. 0-19952), are
incorporated by reference in this registration statement:

               (a) The Company's Annual Report on Form 10-K for the year ended
          June 28,1996;

               (b) All other reports and documents filed by the Company under
          Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended ("Exchange Act") since the filing of the most recent Annual
          Report on Form 10-K; and

               (c) The description of the Company's stock contained in the
          Company's Registration Statement on Form 8-A declared effective by the
          Commission as of March 19, 1992.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities to be offered under the Plan is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the newly issued securities offered pursuant to this
Registration Statement will be passed upon by Gray, Plant, Mooty, Mooty &
Bennett, P.A., counsel to the Company.

         As of November 8, 1996, attorneys in the law firm of Gray, Plant,
Mooty, Mooty & Bennett, P.A. beneficially owned an aggregate of approximately
$100,000 of common stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         In addition, Article VII of the Company's Articles of Incorporation
eliminates certain personal liability of the directors of the Company for
monetary damages for certain breaches of directors' fiduciary duties as
permitted by Minnesota Statutes, Section 302A.251. Indemnification Agreements
between the Company and each of its directors and officers provide for
indemnification to the fullest extent allowed under Minnesota law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.


ITEM 8.  EXHIBITS

Exhibit No.                   Description

4.1               Specimen Form of Common Stock Certificate (1)

4.2               Chronimed Inc. 1997 Stock Option Plan (2)

5.1               Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

23.1              Consent of Ernst & Young LLP

23.2              Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
                  (contained in Exhibit 5.1 of this Registration Statement).

24.1              Powers of Attorney (included on the signature page of this 
                  Registration Statement).

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

(1)  Incorporated by reference to the exhibits filed with the Company's
     Registration Statement filed on Form S-1 (Reg. No. 33-45644).

(2)  Incorporated by reference to Exhibit 10.27 filed with the Company's
     Quarterly Report on Form 10-Q for the Quarter Ended September 27, 1996.

ITEM 9. UNDERTAKINGS

         (a)      Rule 415 Offering.

         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 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 the 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 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) Filings Incorporating Subsequent Exchange Act Documents by
     Reference.

         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 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.

          (h) Request for Acceleration of Effective Date or Filing of
     Registration Statement on Form S-8.

         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.


                                   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 this 8th day of
November, 1996.

                                 CHRONIMED INC.


                                 By    /s/ Maurice R. Taylor, II
                                          Maurice R. Taylor, II
                                          President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Maurice R. Taylor, II and Norman A.
Cocke, and each or either one of them, his true and lawful attorney-in-fact and
agent, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                               Capacity                                 Date

<S>                                        <C>                                           <C>
/s/ Maurice R. Taylor, II                  President, Chief Executive                    November 8, 1996
------------------------------             Officer (Principal Executive 
Maurice R. Taylor, II                      Officer) and Chairman        
                                          


/s/ Norman A. Cocke                        Senior Vice President, Chief                   November 8, 1996
------------------------------             Financial Officer and Treasurer
Norman A. Cocke                            (Principal Financial and Accounting Officer)

/s/ Henry F. Blissenbach                   Director                                       November 8, 1996
------------------------------
Henry F. Blissenbach, Pharm.D.

/s/ John Howell Bullion                    Director                                       November 8, 1996
------------------------------
John Howell Bullion

/s/ Donnell D. Etzwiler                    Director                                       November 8, 1996
------------------------------
Donnell D. Etzwiler, M.D.

/s/ Charles V. Owens, Jr.                  Director                                       November 8, 1996
-------------------------
Charles V. Owens, Jr.

_______________________                    Director                                       ___________, 1996
Lawrence C. Weaver, Ph.D.


</TABLE>



<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS


EXHIBIT                                                                             PAGE

<S> <C>                                                    <C>                         
    4.1          Specimen Form of Common Stock Certificate (1)                       --

    4.2          Chronimed Inc. 1997 Stock Option Plan (2)                           --

    5.1          Opinion of Gray, Plant, Mooty, Mooty & Bennett,                     10
                 P.A.

   23.1          Consent of Ernst & Young  LLP                                       11

   23.2          Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
                 (Exhibit 5.1 to this Registration Statement)                        --
               
   24.1          Power of Attorney (included on the signature page of this 
                 Registration Statement)                                             --

</TABLE>

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

(1)  Incorporated by reference to the exhibits filed with the Company's
     Registration Statement filed on Form S-1 (Reg. No. 33-45644).

(2)  Incorporated by reference to Exhibit 10.27 filed with the Company's
     Quarterly Report on Form 10-Q for the Quarter Ended September 27, 1996.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17700}]
{"company-data": {"conformed-name": "CHRONIMED INC", "cik": "0000883813", "assigned-sic": "5961", "irs-number": "411515691", "state-of-incorporation": "MN", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-15949", "film-number": "96659601"}, "business-address": {"street1": "13911 RIDGEDALE DR", "city": "MINNETONKA", "state": "MN", "zip": "55305", "phone": "6125410239"}, "mail-address": {"street1": "13911 RIDGEDALE DR", "city": "MINNETONKA", "state": "MN", "zip": "55305"}}
The Registrant requests effectiveness of this
                                Registration Statement upon filing in accordance
                                                               with Rule 462(a).

         As filed with the Securities & Exchange Commission on November 12, 1996
                                                  Registration No. 33-__________

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

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

                                    FORM S-8

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

                                 CHRONIMED INC.
             (Exact name of registrant as specified in its charter)

            Minnesota                                    41-1515691
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                              13911 RIDGEDALE DRIVE
                           MINNETONKA, MINNESOTA 55305
                                 (612) 541-0239
          (Address and telephone number of principal executive offices)
                            -------------------------

                      CHRONIMED INC. 1997 STOCK OPTION PLAN
                            (Full title of the Plan)

                              Maurice R. Taylor, II
                              13911 Ridgedale Drive
                           Minnetonka, Minnesota 55305
                                 (612) 541-0239
            (Name, address and telephone number of agent for service)
                            -------------------------

           Approximate date of proposed commencement of sales pursuant
             to the Plan: From time to time after this Registration
                          Statement becomes effective.

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

========================== ==================== ================================ ================================ ==================
        Title of                 Amount                Proposed maximum                 Proposed maximum               Amount of
      securities to               to be                 offering price                 aggregate offering             registration
      be registered            registered              per share (1)(2)                   price (1)(2)                  fee (2)
========================== ==================== ================================ ================================ ==================
Common Stock,                    1,000,000                    $14.875                      $14,875,000                  $5,129
   par value $.01
---------------------

(1)      Consists of an aggregate of 1,000,000 shares of Common Stock that may
         be optioned and sold under one or more offerings to be made from time
         to time under the Chronimed Inc. 1997 Stock Option Plan (the "Plan").
         Pursuant to Rule 416 under the Securities Act of 1933, this
         registration statement also covers an indeterminate number of shares
         which may be offered or sold pursuant to the Plan as a result of the
         operation of the provisions of the Plan intended to prevent dilution in
         the event of stock splits, consolidations or similar changes in capital
         stock.

(2)      Estimated solely for purposes of computing the registration fee. In
         accordance with Rule 457(c) and (h), the price used is the average of
         the high and low sales prices of the Common Stock in the NASDAQ
         National Market on November 6, 1996.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as
amended, the document containing the information specified in Part I of Form S-8
will be distributed to persons who receive options under the Chronimed Inc. 1997
Stock Option Plan (the "Plan").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission"). The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File No. 0-19952), are
incorporated by reference in this registration statement:

               (a) The Company's Annual Report on Form 10-K for the year ended
          June 28,1996;

               (b) All other reports and documents filed by the Company under
          Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
          amended ("Exchange Act") since the filing of the most recent Annual
          Report on Form 10-K; and

               (c) The description of the Company's stock contained in the
          Company's Registration Statement on Form 8-A declared effective by the
          Commission as of March 19, 1992.

         All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The class of securities to be offered under the Plan is registered
under Section 12 of the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The validity of the newly issued securities offered pursuant to this
Registration Statement will be passed upon by Gray, Plant, Mooty, Mooty &
Bennett, P.A., counsel to the Company.

         As of November 8, 1996, attorneys in the law firm of Gray, Plant,
Mooty, Mooty & Bennett, P.A. beneficially owned an aggregate of approximately
$100,000 of common stock of the Company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

         In addition, Article VII of the Company's Articles of Incorporation
eliminates certain personal liability of the directors of the Company for
monetary damages for certain breaches of directors' fiduciary duties as
permitted by Minnesota Statutes, Section 302A.251. Indemnification Agreements
between the Company and each of its directors and officers provide for
indemnification to the fullest extent allowed under Minnesota law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

Exhibit No.                   Description

4.1               Specimen Form of Common Stock Certificate (1)

4.2               Chronimed Inc. 1997 Stock Option Plan (2)

5.1               Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

23.1              Consent of Ernst & Young LLP

23.2              Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
                  (contained in Exhibit 5.1 of this Registration Statement).

24.1              Powers of Attorney (included on the signature page of this 
                  Registration Statement).

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

(1)  Incorporated by reference to the exhibits filed with the Company's
     Registration Statement filed on Form S-1 (Reg. No. 33-45644).

(2)  Incorporated by reference to Exhibit 10.27 filed with the Company's
     Quarterly Report on Form 10-Q for the Quarter Ended September 27, 1996.

ITEM 9. UNDERTAKINGS

         (a)      Rule 415 Offering.

         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 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 the 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 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) Filings Incorporating Subsequent Exchange Act Documents by
     Reference.

         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 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.

          (h) Request for Acceleration of Effective Date or Filing of
     Registration Statement on Form S-8.

         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.

                                   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 this 8th day of
November, 1996.

                                 CHRONIMED INC.

                                 By    /s/ Maurice R. Taylor, II
                                          Maurice R. Taylor, II
                                          President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Maurice R. Taylor, II and Norman A.
Cocke, and each or either one of them, his true and lawful attorney-in-fact and
agent, each acting alone, with full powers of substitution and resubstitution,
for him and in his name, place, and stead, in any and all capacities, to sign
any or all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
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 might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
substitute or 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 below by the following persons in the
capacities and on the dates indicated.
Signature                               Capacity                                 Date
/s/ Maurice R. Taylor, II                  President, Chief Executive                    November 8, 1996
------------------------------             Officer (Principal Executive 
Maurice R. Taylor, II                      Officer) and Chairman        
                                          

/s/ Norman A. Cocke                        Senior Vice President, Chief                   November 8, 1996
------------------------------             Financial Officer and Treasurer
Norman A. Cocke                            (Principal Financial and Accounting Officer)

/s/ Henry F. Blissenbach                   Director                                       November 8, 1996
------------------------------
Henry F. Blissenbach, Pharm.D.

/s/ John Howell Bullion                    Director                                       November 8, 1996
------------------------------
John Howell Bullion

/s/ Donnell D. Etzwiler                    Director                                       November 8, 1996
------------------------------
Donnell D. Etzwiler, M.D.

/s/ Charles V. Owens, Jr.                  Director                                       November 8, 1996
-------------------------
Charles V. Owens, Jr.

_______________________                    Director                                       ___________, 1996
Lawrence C. Weaver, Ph.D.
INDEX TO EXHIBITS

EXHIBIT                                                                             PAGE
4.1          Specimen Form of Common Stock Certificate (1)                       --

    4.2          Chronimed Inc. 1997 Stock Option Plan (2)                           --

    5.1          Opinion of Gray, Plant, Mooty, Mooty & Bennett,                     10
                 P.A.

   23.1          Consent of Ernst & Young  LLP                                       11

   23.2          Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. 
                 (Exhibit 5.1 to this Registration Statement)                        --
               
   24.1          Power of Attorney (included on the signature page of this 
                 Registration Statement)                                             --
-------------------

(1)  Incorporated by reference to the exhibits filed with the Company's
     Registration Statement filed on Form S-1 (Reg. No. 33-45644).

(2)  Incorporated by reference to Exhibit 10.27 filed with the Company's
     Quarterly Report on Form 10-Q for the Quarter Ended September 27, 1996.