As filed with the Securities and Exchange Commission on April 1, 1999.

                                         Registration No. 333-




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

                                         FORM S-8

                                 REGISTRATION STATEMENT
                                          under
                               THE SECURITIES ACT OF 1933
                                        __________

                                       BNCCORP, INC.
                    (Exact name of Registrant as specified in its charter)

DELAWARE                                               45-0402816
(State or other jurisdiction                           (I.R.S. Employer
of incorporation)                                      Identification Number)

                                       322 EAST MAIN
                               BISMARCK, NORTH DAKOTA 58501
                             (Address, including zip code, of
                         Registrant's principal executive offices)

                BNCCORP, INC. 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                 (Full title of the Plan)

                                        __________

                                   GREGORY K. CLEVELAND
                           PRESIDENT AND CHIEF OPERATING OFFICER
                                       BNCCORP, INC.
                                       322 EAST MAIN
                               BISMARCK, NORTH DAKOTA 58501
                                      (701) 250-3040
                 (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)

                                         Copy to:

                                 WILLIAM B. MASTERS, ESQ.
               JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                                  201 ST. CHARLES AVENUE
                             NEW ORLEANS, LOUISIANA 70170-5100

                              CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                          Amount              Proposed Maximum        Proposed Maximum        Amount of
Title of Securities                       to be               Offering Price          Aggregate               Registration
to be Registered                          Registered{(1)}     Per Share               Offering Price          Fee
<S>                                       <C>                 <C>                     <C>                     <C>
Common Stock                              2,600               $ 17.75{(2)}            $  46,150{(2)}          $ 12.83
($.01 par value per share)                37,400              $ 8.63{(3)}             $ 322,762{(3)}          $ 89.73

Total                                     40,000                                      $ 368,912               $ 103.00
</TABLE>

(1)  Upon a stock split, stock dividend or similar transaction  in  the  future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance  with  Rule  457,  based upon the price at which
     currently outstanding options are exercisable.
(3)  Estimated  solely  for  the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
     the average of the high and low price per share of the Common Stock on the
     Nasdaq Stock Market on March 30, 1999.

<PAGE>
                              PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents,  which  have been filed by BNCCORP, Inc. (the
"Company") with the Securities and Exchange  Commission (the "Commission"),
are incorporated herein by reference:

     (a)  The Company's Annual Report on Form  10-KSB  for  the  year ended
December 31, 1998 filed pursuant to Section 13 of the 1934 Act; and

     (b)  The description of the Common Stock incorporated by reference  in
Item  1  of the Company's Registration Statement on Form 8-A dated June 21,
1995 from  page  50  of  the Company's Registration Statement on Form SB-2,
Registration No. 33-92368 under the heading "Description of Capital Stock."

     All reports filed by  the  Company  with  the  Commission  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to  the date
of  this Registration Statement and prior to the filing of a post-effective
amendment  which  indicates  that  all securities offered have been sold or
which deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation  S-K  or any other rule promulgated
by  the  Commission,  be deemed to be incorporated  by  reference  in  this
Registration Statement  and  to  be  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.

     Section 145 of the Delaware General  Corporation  Law  provides that a
corporation  may  indemnify  its  directors  and  officers in a variety  of
circumstances, which may include liabilities under  the  Securities  Act of
1933.  In addition, Section 9 of the Company's By-laws requires the Company
to  indemnify  its  officers and directors against expenses and liabilities
incurred in connection  with  defending  actions  brought  against them for
negligence or misconduct in their official capacities.

     In  addition,  each  of  the Company's directors has entered  into  an
indemnity agreement that provides  that  the  Company  will  indemnify  the
directors  against any costs and expenses, judgments, settlements and fines
incurred in connection with any claim involving a director by reason of his
position as  a director; provided that the director meets certain standards
of conduct for claims that (i) have been successfully defended, or (ii) two
impartial directors  have  determined  that,  with  respect  to the conduct
giving  rise  to  such  claim,  the  director  acted  in  good  faith.   No
indemnification may be made, however, for claims in which the director  has
been adjudicated in a final judgment to be liable to the Company, except to
the  extent that the court finds indemnification to be proper.  The Company
has purchased  insurance  permitted by the Delaware General Corporation Law
on behalf of directors and  officers,  which  cover  liabilities  under the
Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion of Counsel of Jones, Walker, Waechter, Poitevent,
          Carrere & Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
          Denegre, L.L.P. (included in Exhibit 5).
__________

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  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.

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

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

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


                               II-1

<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 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 Bismarck,  State of  North  Dakota, on April 1,
1999.

                                                  BNCCORP, INC.

                                                  /S/ TRACY J. SCOTT
                                                  Tracy J. Scott
                                                  Chairman of the Board
                                                  and Chief Executive Officer


                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and  appoints  Tracy  J. Scott and Gregory K. Cleveland, or
either one of them, his true and lawful attorney-in-fact  and  agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities,   to   sign   any  and  all  amendments  (including  post-effective
amendments) 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 attorney-in-fact  and
agent full power and authority  to  do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may  lawfully do or cause to be done by virtue
hereof.

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

        SIGNATURE                       TITLE                         DATE


 /S/ TRACY J. SCOTT            Director, Chairman of the        April 1, 1999
     Tracy J. Scott       Board and Chief Executive Officer
                            (Principal Executive Officer)

 /S/ GREGORY K. CLEVELAND      Director, President and Chief    April 1, 1999
     Gregory K. Cleveland      Operating Officer (Principal
                             Financial and Accounting Officer)

 /S/ BRAD J. SCOTT                    Director                  April 1, 1999
     Brad J. Scott


 /S/ JOHN A. MALMBERG                 Director                  April 1, 1999
     John A. Malmberg


 /S/ JOHN A. HIPP, M.D.               Director                  April 1, 1999
     John A. Hipp, M.D.


 /S/ RICHARD M. JOHNSEN, JR.          Director                  April 1, 1999
     Richard M. Johnsen, Jr.


 /S/ THOMAS J. RESCH                  Director                  April 1, 1999
     Thomas J. Resch


 /S/ JOHN M. SHAFFER                  Director                  April 1, 1999
     John M. Shaffer


 /S/ JERRY R. WOODCOX                 Director                  April 1, 1999
     Jerry R. Woodcox



                                S-1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 13434}]
{"company-data": {"conformed-name": "BNCCORP INC", "cik": "0000945434", "assigned-sic": "6021", "irs-number": "450402816", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75457", "film-number": "99585079"}, "business-address": {"street1": "322 E MAIN", "city": "BISMARK", "state": "ND", "zip": "58501", "phone": "7012503040"}, "mail-address": {"street1": "322 E MAIN", "city": "BISMARK", "state": "ND", "zip": "58501"}}
As filed with the Securities and Exchange Commission on April 1, 1999.

                                         Registration No. 333-

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

                                         FORM S-8

                                 REGISTRATION STATEMENT
                                          under
                               THE SECURITIES ACT OF 1933
                                        __________

                                       BNCCORP, INC.
                    (Exact name of Registrant as specified in its charter)

DELAWARE                                               45-0402816
(State or other jurisdiction                           (I.R.S. Employer
of incorporation)                                      Identification Number)

                                       322 EAST MAIN
                               BISMARCK, NORTH DAKOTA 58501
                             (Address, including zip code, of
                         Registrant's principal executive offices)

                BNCCORP, INC. 1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                                 (Full title of the Plan)

                                        __________

                                   GREGORY K. CLEVELAND
                           PRESIDENT AND CHIEF OPERATING OFFICER
                                       BNCCORP, INC.
                                       322 EAST MAIN
                               BISMARCK, NORTH DAKOTA 58501
                                      (701) 250-3040
                 (Name, address, including zip code, and telephone number,
                        including area code, of agent for service)

                                         Copy to:

                                 WILLIAM B. MASTERS, ESQ.
               JONES, WALKER, WAECHTER, POITEVENT, CARRERE & DENEGRE, L.L.P.
                                  201 ST. CHARLES AVENUE
                             NEW ORLEANS, LOUISIANA 70170-5100

                              CALCULATION OF REGISTRATION FEE
Amount              Proposed Maximum        Proposed Maximum        Amount of
Title of Securities                       to be               Offering Price          Aggregate               Registration
to be Registered                          Registered{(1)}     Per Share               Offering Price          Fee
Common Stock                              2,600               $ 17.75{(2)}            $  46,150{(2)}          $ 12.83
($.01 par value per share)                37,400              $ 8.63{(3)}             $ 322,762{(3)}          $ 89.73

Total                                     40,000                                      $ 368,912               $ 103.00
(1)  Upon a stock split, stock dividend or similar transaction  in  the  future
     and  during  the  effectiveness  of  this Registration Statement involving
     Common Stock of the Company, the number  of  shares  registered  shall  be
     automatically  increased to cover the additional shares in accordance with
     Rule 416(a) under the Securities Act of 1933.
(2)  Computed in accordance  with  Rule  457,  based upon the price at which
     currently outstanding options are exercisable.
(3)  Estimated  solely  for  the purpose of calculating  the  registration  fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933, based on
     the average of the high and low price per share of the Common Stock on the
     Nasdaq Stock Market on March 30, 1999.
PART II

              INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents,  which  have been filed by BNCCORP, Inc. (the
"Company") with the Securities and Exchange  Commission (the "Commission"),
are incorporated herein by reference:

     (a)  The Company's Annual Report on Form  10-KSB  for  the  year ended
December 31, 1998 filed pursuant to Section 13 of the 1934 Act; and

     (b)  The description of the Common Stock incorporated by reference  in
Item  1  of the Company's Registration Statement on Form 8-A dated June 21,
1995 from  page  50  of  the Company's Registration Statement on Form SB-2,
Registration No. 33-92368 under the heading "Description of Capital Stock."

     All reports filed by  the  Company  with  the  Commission  pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent to  the date
of  this Registration Statement and prior to the filing of a post-effective
amendment  which  indicates  that  all securities offered have been sold or
which deregisters all securities then remaining unsold shall, except to the
extent otherwise provided by Regulation  S-K  or any other rule promulgated
by  the  Commission,  be deemed to be incorporated  by  reference  in  this
Registration Statement  and  to  be  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.

     Section 145 of the Delaware General  Corporation  Law  provides that a
corporation  may  indemnify  its  directors  and  officers in a variety  of
circumstances, which may include liabilities under  the  Securities  Act of
1933.  In addition, Section 9 of the Company's By-laws requires the Company
to  indemnify  its  officers and directors against expenses and liabilities
incurred in connection  with  defending  actions  brought  against them for
negligence or misconduct in their official capacities.

     In  addition,  each  of  the Company's directors has entered  into  an
indemnity agreement that provides  that  the  Company  will  indemnify  the
directors  against any costs and expenses, judgments, settlements and fines
incurred in connection with any claim involving a director by reason of his
position as  a director; provided that the director meets certain standards
of conduct for claims that (i) have been successfully defended, or (ii) two
impartial directors  have  determined  that,  with  respect  to the conduct
giving  rise  to  such  claim,  the  director  acted  in  good  faith.   No
indemnification may be made, however, for claims in which the director  has
been adjudicated in a final judgment to be liable to the Company, except to
the  extent that the court finds indemnification to be proper.  The Company
has purchased  insurance  permitted by the Delaware General Corporation Law
on behalf of directors and  officers,  which  cover  liabilities  under the
Securities Act of 1933.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

ITEM 8.   EXHIBITS.

     5    Opinion of Counsel of Jones, Walker, Waechter, Poitevent,
          Carrere & Denegre, L.L.P.

     23.1 Consent of Arthur Andersen LLP.

     23.2 Consent of Jones, Walker, Waechter, Poitevent, Carrere &
          Denegre, L.L.P. (included in Exhibit 5).
__________

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  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.

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

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

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

                               II-1
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 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 Bismarck,  State of  North  Dakota, on April 1,
1999.

                                                  BNCCORP, INC.

                                                  /S/ TRACY J. SCOTT
                                                  Tracy J. Scott
                                                  Chairman of the Board
                                                  and Chief Executive Officer

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below  constitutes  and  appoints  Tracy  J. Scott and Gregory K. Cleveland, or
either one of them, his true and lawful attorney-in-fact  and  agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities,   to   sign   any  and  all  amendments  (including  post-effective
amendments) 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 attorney-in-fact  and
agent full power and authority  to  do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may  lawfully do or cause to be done by virtue
hereof.

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

        SIGNATURE                       TITLE                         DATE

 /S/ TRACY J. SCOTT            Director, Chairman of the        April 1, 1999
     Tracy J. Scott       Board and Chief Executive Officer
                            (Principal Executive Officer)

 /S/ GREGORY K. CLEVELAND      Director, President and Chief    April 1, 1999
     Gregory K. Cleveland      Operating Officer (Principal
                             Financial and Accounting Officer)

 /S/ BRAD J. SCOTT                    Director                  April 1, 1999
     Brad J. Scott

 /S/ JOHN A. MALMBERG                 Director                  April 1, 1999
     John A. Malmberg

 /S/ JOHN A. HIPP, M.D.               Director                  April 1, 1999
     John A. Hipp, M.D.

 /S/ RICHARD M. JOHNSEN, JR.          Director                  April 1, 1999
     Richard M. Johnsen, Jr.

 /S/ THOMAS J. RESCH                  Director                  April 1, 1999
     Thomas J. Resch

 /S/ JOHN M. SHAFFER                  Director                  April 1, 1999
     John M. Shaffer

 /S/ JERRY R. WOODCOX                 Director                  April 1, 1999
     Jerry R. Woodcox

                                S-1