As filed with the Securities & Exchange Commission on August ___, 1997
                                     Registration No. 33-_______________________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                              DAKOTAH, INCORPORATED
             (Exact name of registrant as specified in its charter)

           South Dakota                                  46-0339860
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                               ONE NORTH PARK LANE
                        WEBSTER, SOUTH DAKOTA 57274-0120
                                 (605) 345-4646
          (Address and telephone number of principal executive offices)

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

                      NONSTATUTORY STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

                                 Troy Jones, Jr.
                               One North Park Lane
                        Webster, South Dakota 57274-0120
                                 (605) 345-4646
            (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)            price (1)           fee (1)
=================================================================================================

<S>                    <C>                <C>                 <C>                    <C>    
Common Stock,           367,300            $4.40               $1,616,120.00          $489.73
  par value $.01                                                                 
</TABLE>
-------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of Regulation C on the basis of the price at
         which the options may be exercised.



                                     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 "Act"), a Prospectus prepared in accordance with Part I of Form S-8 will be
distributed to optionees under the Plan. This Prospectus constitutes a Section
10(a) prospectus and is incorporated by reference in this Registration
Statement, but is not being filed with the Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement.


                                     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 and the Securities Act
of 1933 (File No. 0-23604), are incorporated by reference in this registration
statement:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 1996; and

                  (b) The Company's Quarterly Reports on Form 10-QSB/A for the
         quarter ended June 30, 1996, Form 10-Q/A for the quarters ended
         September 30, 1996 and June 30, 1997 and Form 10-Q for the quarters
         ended March 31, 1997 and June 30, 1997; and

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

                  (d) The description of the Company's stock contained in the
         Company's Registration Statement in Form 8-A declared effective by the
         Commission as of March 23, 1994.

         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 Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The South Dakota Business Corporation Act ("SDBCA") and the Company's
Bylaws provide that officers and directors of the Company have the right to
indemnification from the Company for liability arising out of certain actions.
Also, as authorized by the SDBCA, the Company has entered into indemnification
agreements with its officers and directors which require the Company to
indemnify officers and directors for liability arising out of certain actions.
Indemnification may be available for liabilities arising in connection with this
offering. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to such indemnification
provisions and agreements, the Company 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.

         The Company has adopted in its Articles of Incorporation a provision
which limits the personal liability for breach of fiduciary duty by directors,
to the extent permitted by the SDBCA. This provision eliminates the personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on a breach of the director's duty of loyalty to the
Company, liability for acts and omissions not made in good faith, liability for
acts or omission involving intentional misconduct or a knowing violation of law,
liability based on payments of improper dividends or liability for any
transaction from which the director derived an improper personal benefit.

         The SDBCA, the Company's Articles of Incorporation and Bylaws and the
indemnification agreements contain detailed terms regarding such right of
indemnification and limitation of personal liability and reference is made
thereto for a complete statement of such rights.

ITEM 8.       EXHIBITS

4.1           Specimen Form of Common Stock Certificate *

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

23.1          Consent of Grant Thornton LLP

23.2          Consent of Gray, Plant, Mooty, Mooty & Bennett, P. A. (Filed as
              part of Exhibit 5.1)

24.1          Powers of Attorney (included on the Signature Page of this
              Registration Statement).

--------------------
*        Incorporated by reference to the Company's Registration Statement filed
         on Form SB-2 (Reg. No. 33-74766-D).

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; and

                  (3) to remove from registration by means of a post-effective
         amendment any of the securities being registered that 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 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 as discussed above, 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 Webster, State of South Dakota, on this 22nd day of
August, 1997.

                                           DAKOTAH, INCORPORATED


                                           By /s   Troy Jones, Jr.
                                              ---------------------------------
                                              Troy Jones, Jr.
                                              Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George C. Whyte and Troy Jones, Jr., and
each or any 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    Troy Jones, Jr.           Chief Executive Officer and Director                August 22, 1997
--------------------------        (Principal Executive Officer)                                       
Troy Jones, Jr.                   

  /s    William R. Retterath      Chief Financial Officer (Principal Financial        August 22, 1997
----------------------------      and Accounting Officer)
William R. Retterath


  /s    Geoge C. Whyte           President and Chairman of the Board of Directors     August 22, 1997
--------------------------
George C. Whyte

  /s    Lee A. Schoenbeck        Secretary and Director                               August 22, 1997
--------------------------
Lee A. Schoenbeck

  /s    Dorothy A. Benson        Director                                             August 22, 1997
--------------------------
Dorothy A. Benson

  /s    Gary I. Conradi          Director                                             August 22, 1997
--------------------------
Gary L. Conradi

  /s    Michael G. Grosek        Director                                             August 22, 1997
--------------------------
Michael G. Grosek

                                 Director                                             August 22, 1997
--------------------------
Linda J. Laskowski

  /s    James D. Becker          Director                                             August 22, 1997
--------------------------
James D. Becker

  /s    Leo T. Reynolds          Director                                             August 22, 1997
--------------------------
Leo T. Reynolds
</TABLE>



                                INDEX TO EXHIBITS

EXHIBIT                                                                   PAGE

    4.1     Specimen Form of Common Stock Certificate*                     --

    5.1     Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.            8

   23.1     Consent of Grant Thornton LLP                                   9

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

   24.1     Power of Attorney (included on the signature page of this
            Registration Statement)                                        --

------------------------
*        Incorporated by reference to the Company's Registration Statement filed
         on Form SB-2 (Reg. No. 33-74766-D).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15828}]
{"company-data": {"conformed-name": "DAKOTAH INC", "cik": "0000859944", "assigned-sic": "2390", "irs-number": "460339860", "state-of-incorporation": "SD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34189", "film-number": "97668344"}, "business-address": {"street1": "ONE N PARK LN", "city": "WEBSTER", "state": "SD", "zip": "57274-0120", "phone": "6053454646"}, "mail-address": {"street1": "ONE NORTH PARK LANE", "city": "WEBSTER", "state": "SD", "zip": "57274-0120"}}
As filed with the Securities & Exchange Commission on August ___, 1997
                                     Registration No. 33-_______________________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                              DAKOTAH, INCORPORATED
             (Exact name of registrant as specified in its charter)

           South Dakota                                  46-0339860
   (State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

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

                               ONE NORTH PARK LANE
                        WEBSTER, SOUTH DAKOTA 57274-0120
                                 (605) 345-4646
          (Address and telephone number of principal executive offices)

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

                      NONSTATUTORY STOCK OPTION AGREEMENTS
                            (Full title of the Plan)

                                 Troy Jones, Jr.
                               One North Park Lane
                        Webster, South Dakota 57274-0120
                                 (605) 345-4646
            (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)            price (1)           fee (1)
=================================================================================================
Common Stock,           367,300            $4.40               $1,616,120.00          $489.73
  par value $.01
-------------------------------

(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(h) of Regulation C on the basis of the price at
         which the options may be exercised.

                                     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 "Act"), a Prospectus prepared in accordance with Part I of Form S-8 will be
distributed to optionees under the Plan. This Prospectus constitutes a Section
10(a) prospectus and is incorporated by reference in this Registration
Statement, but is not being filed with the Commission either as part of this
Registration Statement or as a prospectus or prospectus supplement.

                                     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 and the Securities Act
of 1933 (File No. 0-23604), are incorporated by reference in this registration
statement:

                  (a) The Company's Annual Report on Form 10-K for the year
         ended December 31, 1996; and

                  (b) The Company's Quarterly Reports on Form 10-QSB/A for the
         quarter ended June 30, 1996, Form 10-Q/A for the quarters ended
         September 30, 1996 and June 30, 1997 and Form 10-Q for the quarters
         ended March 31, 1997 and June 30, 1997; and

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

                  (d) The description of the Company's stock contained in the
         Company's Registration Statement in Form 8-A declared effective by the
         Commission as of March 23, 1994.

         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 Common Stock of the Company is registered under Section 12 of the
Securities Exchange Act of 1934, as amended.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The South Dakota Business Corporation Act ("SDBCA") and the Company's
Bylaws provide that officers and directors of the Company have the right to
indemnification from the Company for liability arising out of certain actions.
Also, as authorized by the SDBCA, the Company has entered into indemnification
agreements with its officers and directors which require the Company to
indemnify officers and directors for liability arising out of certain actions.
Indemnification may be available for liabilities arising in connection with this
offering. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act"), may be permitted to directors,
officers or persons controlling the Company pursuant to such indemnification
provisions and agreements, the Company 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.

         The Company has adopted in its Articles of Incorporation a provision
which limits the personal liability for breach of fiduciary duty by directors,
to the extent permitted by the SDBCA. This provision eliminates the personal
liability of directors for damages occasioned by breach of fiduciary duty,
except for liability based on a breach of the director's duty of loyalty to the
Company, liability for acts and omissions not made in good faith, liability for
acts or omission involving intentional misconduct or a knowing violation of law,
liability based on payments of improper dividends or liability for any
transaction from which the director derived an improper personal benefit.

         The SDBCA, the Company's Articles of Incorporation and Bylaws and the
indemnification agreements contain detailed terms regarding such right of
indemnification and limitation of personal liability and reference is made
thereto for a complete statement of such rights.

ITEM 8.       EXHIBITS

4.1           Specimen Form of Common Stock Certificate *

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

23.1          Consent of Grant Thornton LLP

23.2          Consent of Gray, Plant, Mooty, Mooty & Bennett, P. A. (Filed as
              part of Exhibit 5.1)

24.1          Powers of Attorney (included on the Signature Page of this
              Registration Statement).

--------------------
*        Incorporated by reference to the Company's Registration Statement filed
         on Form SB-2 (Reg. No. 33-74766-D).

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; and

                  (3) to remove from registration by means of a post-effective
         amendment any of the securities being registered that 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 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 as discussed above, 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 Webster, State of South Dakota, on this 22nd day of
August, 1997.

                                           DAKOTAH, INCORPORATED

                                           By /s   Troy Jones, Jr.
                                              ---------------------------------
                                              Troy Jones, Jr.
                                              Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints George C. Whyte and Troy Jones, Jr., and
each or any 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    Troy Jones, Jr.           Chief Executive Officer and Director                August 22, 1997
--------------------------        (Principal Executive Officer)                                       
Troy Jones, Jr.                   

  /s    William R. Retterath      Chief Financial Officer (Principal Financial        August 22, 1997
----------------------------      and Accounting Officer)
William R. Retterath

  /s    Geoge C. Whyte           President and Chairman of the Board of Directors     August 22, 1997
--------------------------
George C. Whyte

  /s    Lee A. Schoenbeck        Secretary and Director                               August 22, 1997
--------------------------
Lee A. Schoenbeck

  /s    Dorothy A. Benson        Director                                             August 22, 1997
--------------------------
Dorothy A. Benson

  /s    Gary I. Conradi          Director                                             August 22, 1997
--------------------------
Gary L. Conradi

  /s    Michael G. Grosek        Director                                             August 22, 1997
--------------------------
Michael G. Grosek

                                 Director                                             August 22, 1997
--------------------------
Linda J. Laskowski

  /s    James D. Becker          Director                                             August 22, 1997
--------------------------
James D. Becker

  /s    Leo T. Reynolds          Director                                             August 22, 1997
--------------------------
Leo T. Reynolds
INDEX TO EXHIBITS

EXHIBIT                                                                   PAGE

    4.1     Specimen Form of Common Stock Certificate*                     --

    5.1     Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.            8

   23.1     Consent of Grant Thornton LLP                                   9

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

   24.1     Power of Attorney (included on the signature page of this
            Registration Statement)                                        --

------------------------
*        Incorporated by reference to the Company's Registration Statement filed
         on Form SB-2 (Reg. No. 33-74766-D).