As filed with the Securities and Exchange Commission on July 9, 1998

                                                         Registration No. ______
================================================================================

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              MODERN CONTROLS, INC.
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                 41-0903312
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)

          7500 BOONE AVENUE NORTH
           MINNEAPOLIS, MINNESOTA                            55428
  (Address of Principal Executive Offices)                 (Zip Code)
                             -----------------------

                              MODERN CONTROLS, INC.
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 RONALD A. MEYER
                  VICE PRESIDENT -- FINANCE AND ADMINISTRATION,
                             TREASURER AND SECRETARY
                              MODERN CONTROLS, INC.
                             7500 BOONE AVENUE NORTH
                          MINNEAPOLIS, MINNESOTA 55428
                     (Name and address of agent for service)

                                 (612) 493-6370
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES         AMOUNT TO BE            OFFERING           AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED         REGISTERED (1)      PRICE PER SHARE (2)         PRICE (2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                       <C>                   <C>                     <C>    
Common Stock, par value
$0.10 per share               400,000 shares            $6.875                $2,750,000              $812.00
==================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate number of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, the calculations are on the basis of the average high and
     low reported sales prices of the Registrant's Common Stock on July 7 1998,
     as reported by the Nasdaq National Market.
================================================================================

<PAGE>


                                     PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed by Modern Controls, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement: (1) Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 0-9273); (2) Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 0-9273); (3)
all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1997, and (4) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A (File No. 0-9273), including
any amendments or reports filed for the purpose of updating such description.

              All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

              The consolidated financial statements of the Company incorporated
by reference in this Registration Statement have been audited by KPMG Peat
Marwick LLP, independent certified public accountants for the periods indicated
in their report thereon which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. Such
consolidated financial statements have been incorporated herein by reference in
reliance upon the report of KPMG Peat Marwick LLP, given on the authority of
that firm as experts in accounting and auditing. To the extent that KPMG Peat
Marwick LLP audits and reports on the consolidated financial statements of the
Company issued at future dates, and consents to the use of their report thereon,
such consolidated financial statements will also be incorporated by reference in
the Registration Statement in reliance upon their report and said authority as
experts.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable. The Company's Common Stock to be offered pursuant
to this Registration Statement has been registered under Section 12 of the
Exchange Act as described in Item 3 of this Part II.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Section 302A.521 of the Minnesota Business Corporation Act
provides that a Minnesota business corporation shall indemnify any director,
officer, employee or agent 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"

<PAGE>


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.

              Article IV of the Company's Restated Articles of Incorporation
provides that the Company shall, without condition or limitation, indemnify its
present and former directors, officers, employees and agents to the fullest
extent permitted by the Minnesota Business Corporation Act. In addition, Article
V of the Company's Restated Articles of Incorporation, as amended, limits the
personal liability of its directors to the fullest extent permitted by the
Minnesota Business Corporation Act. The Company also maintains directors' and
officers' liability insurance.

              The foregoing represents a summary of the general effect of the
Minnesota Business Corporation Act and the Company's Articles of Incorporation
for purposes of general description only.

ITEM 7.       EXEMPTIONS FROM REGISTRATION CLAIMED.

              No securities are to be offered or resold pursuant to this
Registration Statement.

ITEM 8.       EXHIBITS.

EXHIBIT NO.
-----------

4.1           Composite Copy of Restated Articles of Incorporation of the
              Company, effective June 8, 1994, reflecting amendments effective
              July 23, 1987, June 28, 1991 and May 21, 1998 (Filed herewith
              electronically)

5.1           Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (Filed
              herewith electronically)

23.1          Consent of Oppenheimer Wolff & Donnelly LLP (Included in Exhibit
              5.1)

23.2          Consent of KPMG Peat Marwick LLP (Filed herewith electronically)

24.1          Power of Attorney (Included on page II-5 of this Registration
              Statement)

99.1          Modern Controls, Inc. 1998 Stock Option Plan (Incorporated by
              reference to Company's Definitive Proxy Statement on Form 14A
              filed with the Commission on March 30, 1998 (File No. 0-9273))


ITEM 9.       UNDERTAKINGS.

       (a)    The undersigned registrant hereby undertakes:

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

                     (i)    To include, any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933.

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective

<PAGE>


                            amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) under the Securities Act of 1933 if, in
                            the aggregate, the changes in volume and price
                            represent no more than a 20% change in the maximum
                            aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement.

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statement.

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission 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)    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, as amended (the "Act"), may be permitted
              to directors, officers and controlling persons of the registrant
              pursuant to the foregoing previsions, 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 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

<PAGE>


              is against public policy as expressed in the Act and will be
              governed by the final adjudication of such issue.

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of 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 July 9, 1998.

                                  MODERN CONTROLS, INC.

                                  By: /s/  Ronald A. Meyer
                                      ------------------------------------------
                                      Ronald A. Meyer
                                      Vice President Finance and Administration,
                                      Secretary and Treasurer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William N. Mayer and Ronald A. Meyer, and each of them,
as such person's true and lawful attorney-in-fact and agent, each with full
powers of substitution and re-substitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any or 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 or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in person,
hereby 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
thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 9, 1998 by the following persons
in the capacities indicated.

SIGNATURE                     TITLE
---------                     -----

/s/ William N. Mayer          Chairman, Chief Executive Officer (Principal 
-------------------------     Executive Officer) and Director
William N. Mayer

/s/ Robert L. Demorest        President and Director 
-------------------------
Robert L. Demorest

/s/ Ronald A. Meyer           Vice President -- Finance and Administration,
-------------------------     Treasurer and Secretary (Principal Financial and
Ronald A. Meyer               Accounting Officer)

/s/ Daniel W. Mayer           Executive Vice President
-------------------------
Daniel W. Mayer

/s/ Richard A. Proulx         Director
-------------------------
Richard A. Proulx

/s/ Paul L. Sjoquist          Director
-------------------------
Paul L. Sjoquist

                              Director
-------------------------
Dean B. Chenoweth

                              Director
-------------------------
J. Leonard Frame

/s/ Thomas C. Thomas          Director
-------------------------
Thomas C. Thomas

<PAGE>


                                INDEX TO EXHIBITS

NO.      ITEM                                     METHOD OF FILING
---      ----                                     ----------------

4.1      Composite Copy of Restated Articles of
         Incorporation of the Company, effective
         June 8, 1994, reflecting amendments
         effective July 23, 1987, June 28, 1991
         and May 21, 1998.......................  Filed herewith electronically.

5.1      Opinion and Consent of Oppenheimer Wolff
         & Donnelly LLP.........................  Filed herewith electronically.

23.1     Consent of Oppenheimer Wolff & Donnelly
         LLP....................................  Included in Exhibit 5.1.

23.2     Consent of KPMG Peat Marwick LLP.......  Filed herewith electronically.

24.1     Power of Attorney......................  Included on page II-5 of this
                                                  Registration Statement.

99.1     Modern Controls, Inc. 1998 Stock Option
         Plan...................................  Incorporated by reference to 
                                                  Company's Definitive Proxy
                                                  Statement on Form 14A filed 
                                                  with the Commission on March 
                                                  30, 1998 (File No. 0-9273)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19344}]
{"company-data": {"conformed-name": "MODERN CONTROLS INC", "cik": "0000067279", "assigned-sic": "3829", "irs-number": "410903312", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-58789", "film-number": "98663495"}, "business-address": {"street1": "7500 BOONE AVE N", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428", "phone": "6124936370"}, "mail-address": {"street2": "7500 BOONE AVE N", "city": "MINNEAPOLIS", "state": "MN", "zip": "55428"}}
As filed with the Securities and Exchange Commission on July 9, 1998

                                                         Registration No. ______
================================================================================

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                              MODERN CONTROLS, INC.
             (Exact name of registrant as specified in its charter)

                 MINNESOTA                                 41-0903312
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                 Identification No.)

          7500 BOONE AVENUE NORTH
           MINNEAPOLIS, MINNESOTA                            55428
  (Address of Principal Executive Offices)                 (Zip Code)
                             -----------------------

                              MODERN CONTROLS, INC.
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

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

                                 RONALD A. MEYER
                  VICE PRESIDENT -- FINANCE AND ADMINISTRATION,
                             TREASURER AND SECRETARY
                              MODERN CONTROLS, INC.
                             7500 BOONE AVENUE NORTH
                          MINNEAPOLIS, MINNESOTA 55428
                     (Name and address of agent for service)

                                 (612) 493-6370
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                   PROPOSED MAXIMUM        PROPOSED MAXIMUM
   TITLE OF SECURITIES         AMOUNT TO BE            OFFERING           AGGREGATE OFFERING         AMOUNT OF
     TO BE REGISTERED         REGISTERED (1)      PRICE PER SHARE (2)         PRICE (2)           REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$0.10 per share               400,000 shares            $6.875                $2,750,000              $812.00
==================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate number of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee, the calculations are on the basis of the average high and
     low reported sales prices of the Registrant's Common Stock on July 7 1998,
     as reported by the Nasdaq National Market.
================================================================================
PART II

                              INFORMATION REQUIRED
                          IN THE REGISTRATION STATEMENT

ITEM 3.       INCORPORATION OF DOCUMENTS BY REFERENCE.

              The following documents filed by Modern Controls, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement: (1) Annual Report on
Form 10-K for the year ended December 31, 1997 (File No. 0-9273); (2) Quarterly
Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 0-9273); (3)
all other reports filed by the Company pursuant to Sections 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1997, and (4) the description of the Company's Common Stock
contained in its Registration Statement on Form 8-A (File No. 0-9273), including
any amendments or reports filed for the purpose of updating such description.

              All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that de-registers all shares of Common
Stock then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing of
such documents.

              The consolidated financial statements of the Company incorporated
by reference in this Registration Statement have been audited by KPMG Peat
Marwick LLP, independent certified public accountants for the periods indicated
in their report thereon which is incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997. Such
consolidated financial statements have been incorporated herein by reference in
reliance upon the report of KPMG Peat Marwick LLP, given on the authority of
that firm as experts in accounting and auditing. To the extent that KPMG Peat
Marwick LLP audits and reports on the consolidated financial statements of the
Company issued at future dates, and consents to the use of their report thereon,
such consolidated financial statements will also be incorporated by reference in
the Registration Statement in reliance upon their report and said authority as
experts.

ITEM 4.       DESCRIPTION OF SECURITIES.

              Not applicable. The Company's Common Stock to be offered pursuant
to this Registration Statement has been registered under Section 12 of the
Exchange Act as described in Item 3 of this Part II.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

              Section 302A.521 of the Minnesota Business Corporation Act
provides that a Minnesota business corporation shall indemnify any director,
officer, employee or agent 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.

              Article IV of the Company's Restated Articles of Incorporation
provides that the Company shall, without condition or limitation, indemnify its
present and former directors, officers, employees and agents to the fullest
extent permitted by the Minnesota Business Corporation Act. In addition, Article
V of the Company's Restated Articles of Incorporation, as amended, limits the
personal liability of its directors to the fullest extent permitted by the
Minnesota Business Corporation Act. The Company also maintains directors' and
officers' liability insurance.

              The foregoing represents a summary of the general effect of the
Minnesota Business Corporation Act and the Company's Articles of Incorporation
for purposes of general description only.

ITEM 7.       EXEMPTIONS FROM REGISTRATION CLAIMED.

              No securities are to be offered or resold pursuant to this
Registration Statement.

ITEM 8.       EXHIBITS.

EXHIBIT NO.
-----------

4.1           Composite Copy of Restated Articles of Incorporation of the
              Company, effective June 8, 1994, reflecting amendments effective
              July 23, 1987, June 28, 1991 and May 21, 1998 (Filed herewith
              electronically)

5.1           Opinion and Consent of Oppenheimer Wolff & Donnelly LLP (Filed
              herewith electronically)

23.1          Consent of Oppenheimer Wolff & Donnelly LLP (Included in Exhibit
              5.1)

23.2          Consent of KPMG Peat Marwick LLP (Filed herewith electronically)

24.1          Power of Attorney (Included on page II-5 of this Registration
              Statement)

99.1          Modern Controls, Inc. 1998 Stock Option Plan (Incorporated by
              reference to Company's Definitive Proxy Statement on Form 14A
              filed with the Commission on March 30, 1998 (File No. 0-9273))

ITEM 9.       UNDERTAKINGS.

       (a)    The undersigned registrant hereby undertakes:

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

                     (i)    To include, any prospectus required by Section
                            10(a)(3) of the Securities Act of 1933.

                     (ii)   To reflect in the prospectus any facts or events
                            arising after the effective date of the registration
                            statement (or the most recent post-effective
amendment thereof) which, individually or in the
                            aggregate, represent a fundamental change in the
                            information set forth in the registration statement.
                            Notwithstanding the foregoing, any increase or
                            decrease in volume of securities offered (if the
                            total dollar value of securities offered would not
                            exceed that which was registered) and any deviation
                            from the low or high end of the estimated maximum
                            offering range may be reflected in the form of
                            prospectus filed with the Commission pursuant to
                            Rule 424(b) under the Securities Act of 1933 if, in
                            the aggregate, the changes in volume and price
                            represent no more than a 20% change in the maximum
                            aggregate offering price set forth in the
                            "Calculation of Registration Fee" table in the
                            effective registration statement.

                     (iii)  To include any material information with respect to
                            the plan of distribution not previously disclosed in
                            the registration statement or any material change to
                            such information in the registration statement.

                     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
                     do not apply if the information required to be included in
                     a post-effective amendment by those paragraphs is contained
                     in periodic reports filed with or furnished to the
                     Commission 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)    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, as amended (the "Act"), may be permitted
              to directors, officers and controlling persons of the registrant
              pursuant to the foregoing previsions, 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 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 of 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 July 9, 1998.

                                  MODERN CONTROLS, INC.

                                  By: /s/  Ronald A. Meyer
                                      ------------------------------------------
                                      Ronald A. Meyer
                                      Vice President Finance and Administration,
                                      Secretary and Treasurer

                                POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William N. Mayer and Ronald A. Meyer, and each of them,
as such person's true and lawful attorney-in-fact and agent, each with full
powers of substitution and re-substitution, for such person and in such person's
name, place and stead, in any and all capacities, to sign any or 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 or necessary to be done in and about the premises,
as fully to all intents and purposes as such person might or could do in person,
hereby 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
thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on July 9, 1998 by the following persons
in the capacities indicated.

SIGNATURE                     TITLE
---------                     -----

/s/ William N. Mayer          Chairman, Chief Executive Officer (Principal 
-------------------------     Executive Officer) and Director
William N. Mayer

/s/ Robert L. Demorest        President and Director 
-------------------------
Robert L. Demorest

/s/ Ronald A. Meyer           Vice President -- Finance and Administration,
-------------------------     Treasurer and Secretary (Principal Financial and
Ronald A. Meyer               Accounting Officer)

/s/ Daniel W. Mayer           Executive Vice President
-------------------------
Daniel W. Mayer

/s/ Richard A. Proulx         Director
-------------------------
Richard A. Proulx

/s/ Paul L. Sjoquist          Director
-------------------------
Paul L. Sjoquist

                              Director
-------------------------
Dean B. Chenoweth

                              Director
-------------------------
J. Leonard Frame

/s/ Thomas C. Thomas          Director
-------------------------
Thomas C. Thomas
INDEX TO EXHIBITS

NO.      ITEM                                     METHOD OF FILING
---      ----                                     ----------------

4.1      Composite Copy of Restated Articles of
         Incorporation of the Company, effective
         June 8, 1994, reflecting amendments
         effective July 23, 1987, June 28, 1991
         and May 21, 1998.......................  Filed herewith electronically.

5.1      Opinion and Consent of Oppenheimer Wolff
         & Donnelly LLP.........................  Filed herewith electronically.

23.1     Consent of Oppenheimer Wolff & Donnelly
         LLP....................................  Included in Exhibit 5.1.

23.2     Consent of KPMG Peat Marwick LLP.......  Filed herewith electronically.

24.1     Power of Attorney......................  Included on page II-5 of this
                                                  Registration Statement.

99.1     Modern Controls, Inc. 1998 Stock Option
         Plan...................................  Incorporated by reference to 
                                                  Company's Definitive Proxy
                                                  Statement on Form 14A filed 
                                                  with the Commission on March 
                                                  30, 1998 (File No. 0-9273)