As  filed with the Securities and Exchange Commission on April 8, 1997.
                                                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. 401(k) Savings Plan
                          (Full title of the Plan)

                                 __________

                             Gregory K. Cleveland
                     President and Chief Financial 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:
                             Margaret F. Murphy, 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(2)     Offering Price(2)      Fee
----------------------------------------------------------------------------------------------------
<S>                              <C>                  <C>               <C>              <C>
Common Stock                     100,000              $12.25            $1,225,000       $371.21
($.01 par value per share)

Participation Interests in the Plan
====================================================================================================

(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)  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 April 1, 1997.

</TABLE>
==============================================================================
                             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, 1996 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 or the Plan 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
costs,  judgments,  settlements and fines incurred in the defense of any
claim, including any claim brought by or in the right of the Company, to
which they were made  parties by reason of being or having been officers
or directors.

     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.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    In lieu of  filing an opinion of counsel as to compliance with
          ERISA or an Internal Revenue Service determination letter that
          the  Plan is qualified  under  Section  401  of  the  Internal
          Revenue  Code, the undertaking permitted by Item 8.(b) of Form
          S-8 is included in Item 9.(d) of this Registration Statement.

     23.1 Consent of Arthur Andersen LLP.
__________

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 pur-
poses  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.

     (d)  The registrant  will  submit  the BNCCORP, INC. 401(k) Savings
Plan (the "Plan") and any amendments thereto  to  the  Internal  Revenue
Service  (the "IRS") for qualification under Section 401 of the Internal
Revenue Code  in  a  timely manner and will make all changes required by
the IRS in order to qualify the Plan.


<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 March 26, 1997.

                                          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.

       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        March 26, 1997
     Tracy J. Scott      Board and Chief Executive Officer
                           (Principal Executive Officer)

  /s/ Gregory K. Cleveland
_______________________________Director, President and Chief     March 26, 1997
  Gregory K. Cleveland         Financial Officer (Principal
                         Financial and Accounting Officer)

  /s/ Brad J. Scott
_______________________________       Director                   March 26, 1997
     Brad J. Scott

  /s/ John A. Malmberg
_______________________________       Director                   March 26, 1997
    John A. Malmberg

   /s/ John A Hipp, M.D.
_______________________________       Director                   March 26, 1997
   John A. Hipp, M.D.

   /s/ Richard M. Johnsen
_______________________________       Director                   March 26, 1997
   Richard M. Johnsen

  
_______________________________       Director                   ________, 1997
    Thomas J. Resch

   /s/ John M. Shaffter
_______________________________       Director                   March 26, 1997
    John M. Shaffer

    /s/ Jerry R. Woodcox                                      
_______________________________       Director                   March 26, 1997
    Jerry R. Woodcox


      The Plan.  Pursuant to  the requirements of the Securities Act of 1933, 
the Plan Administrator 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 March 26, 1997.

                                          BNCCORP, INC. 401(K) SAVINGS PLAN



                                          By:   /s/ James Bierdeman
                                              ________________________________
                                              Name: James Bierdeman
                                              Title: Executive Vice President
                                                     BNC National Bank, Trustee
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14616}]
{"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": "333-24735", "film-number": "97576332"}, "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 8, 1997.
                                                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. 401(k) Savings Plan
                          (Full title of the Plan)

                                 __________

                             Gregory K. Cleveland
                     President and Chief Financial 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:
                             Margaret F. Murphy, 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(2)     Offering Price(2)      Fee
----------------------------------------------------------------------------------------------------
Common Stock                     100,000              $12.25            $1,225,000       $371.21
($.01 par value per share)

Participation Interests in the Plan
====================================================================================================

(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)  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 April 1, 1997.
==============================================================================
                             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, 1996 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 or the Plan 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
costs,  judgments,  settlements and fines incurred in the defense of any
claim, including any claim brought by or in the right of the Company, to
which they were made  parties by reason of being or having been officers
or directors.

     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.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     5    In lieu of  filing an opinion of counsel as to compliance with
          ERISA or an Internal Revenue Service determination letter that
          the  Plan is qualified  under  Section  401  of  the  Internal
          Revenue  Code, the undertaking permitted by Item 8.(b) of Form
          S-8 is included in Item 9.(d) of this Registration Statement.

     23.1 Consent of Arthur Andersen LLP.
__________

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 pur-
poses  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.

     (d)  The registrant  will  submit  the BNCCORP, INC. 401(k) Savings
Plan (the "Plan") and any amendments thereto  to  the  Internal  Revenue
Service  (the "IRS") for qualification under Section 401 of the Internal
Revenue Code  in  a  timely manner and will make all changes required by
the IRS in order to qualify the Plan.
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 March 26, 1997.

                                          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.

       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        March 26, 1997
     Tracy J. Scott      Board and Chief Executive Officer
                           (Principal Executive Officer)

  /s/ Gregory K. Cleveland
_______________________________Director, President and Chief     March 26, 1997
  Gregory K. Cleveland         Financial Officer (Principal
                         Financial and Accounting Officer)

  /s/ Brad J. Scott
_______________________________       Director                   March 26, 1997
     Brad J. Scott

  /s/ John A. Malmberg
_______________________________       Director                   March 26, 1997
    John A. Malmberg

   /s/ John A Hipp, M.D.
_______________________________       Director                   March 26, 1997
   John A. Hipp, M.D.

   /s/ Richard M. Johnsen
_______________________________       Director                   March 26, 1997
   Richard M. Johnsen

  
_______________________________       Director                   ________, 1997
    Thomas J. Resch

   /s/ John M. Shaffter
_______________________________       Director                   March 26, 1997
    John M. Shaffer

    /s/ Jerry R. Woodcox                                      
_______________________________       Director                   March 26, 1997
    Jerry R. Woodcox

      The Plan.  Pursuant to  the requirements of the Securities Act of 1933, 
the Plan Administrator 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 March 26, 1997.

                                          BNCCORP, INC. 401(K) SAVINGS PLAN

                                          By:   /s/ James Bierdeman
                                              ________________________________
                                              Name: James Bierdeman
                                              Title: Executive Vice President
                                                     BNC National Bank, Trustee