Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933


                               RIMAGE CORPORATION
               (Exact name of issuer as specified in its charter)

            Minnesota                                   41-1577970
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                          7725 Washington Avenue South
                             Minneapolis, Minnesota                  55439
                     (Address of Principal Executive Offices)      (Zip Code)

                    RIMAGE CORPORATION 1992 STOCK OPTION PLAN
                            (Full title of the plan)

Bernard P. Aldrich                                 Copy to:
President and Chief Executive Officer              Thomas Martin
Rimage Corporation                                 Dorsey & Whitney LLP
7725 Washington Avenue South                       220 South Sixth Street
Minneapolis, Minnesota  55439                      Minneapolis, MN 55402
(Name and address of agent for service)

                                 (612) 944-8144
         (Telephone number, including area code, of agent for service)


CALCULATION OF REGISTRATION FEE

================================================================================
 Title of                            Proposed        Proposed
Securities           Amount          Maximum         Maximum          Amount of
   to be             to be       Offering Price      Aggregate      Registration
Registered        Registered(1)    Per Share(2)  Offering Price(2)        Fee
--------------------------------------------------------------------------------

Common Stock
$.01 par value    750,000            $12.3458         $9,257,813      $2,731
================================================================================

(1) The number of shares being registered represents 750,000 additional shares
of Common Stock which may be issued pursuant to the Rimage Corporation 1992
Stock Option Plan.

(2) Estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price is based upon the average of the high and low
selling prices of the Common Stock quoted on NASDAQ NMS for May 26 , 1998.

Pursuant to General Instruction E of the General Instructions to the Form S-8,
this Registration Statement incorporates by reference the Registrant's
Registration Statement on Form S-8 filed November 10, 1993 (No. 33-71472) .

<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

    Exhibit Number                  Description

          4.1       1992 Stock Option Plan of the Company, as amended.

          5         Opinion of Dorsey & Whitney LLP.

          24.1      Consent of KPMG Peat Marwick LLP

          24.2      Consent of Dorsey & Whitney LLP (included in Exhibit 5
                    above).

          25        Power of Attorney (included in the signature page to this
                    Registration Statement).

Item 9. Undertakings.

          A.        Post-Effective Amendments

          The undersigned Registrant hereby undertakes:

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

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

                              (ii)      To reflect in the prospectus any facts
                                        or events arising after the effective
                                        date of the Registration Statement (or
                                        the most recent post-effective amendment
                                        thereof) which, individually or in the
                                        aggregate, represent a fundamental
                                        change in the information set forth in
                                        the Registration Statement;

                              (iii)     To include any material information with
                                        respect to the plan of distribution not
                                        previously disclosed in the Registration
                                        Statement or any material change to such
                                        information in the Registration
                                        Statement;

                    provided, however, that subparagraphs (i) and (ii) above
                    will not apply if the information required to be included in
                    a post-effective amendment by those subparagraphs is
                    contained in periodic reports filed by the Registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    the Registration Statement.

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

<PAGE>


                    (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.        Subsequent Documents Incorporated by Reference

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.        Claims for Indemnification

          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 indemnification provisions described
herein, 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 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.

<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 for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on this 21st day of
May, 1998.

                                           RIMAGE CORPORATION


                                           By:   /s/ BERNARD P. ALDRICH
                                               ---------------------------------
                                               Bernard P. Aldrich,
                                               Chief Executive Officer

                                POWER OF ATTORNEY

          The officers and directors of Rimage Corporation, whose signatures
appear below, hereby constitute and appoint Bernard P. Aldrich and David J.
Suden, and each of them (with full power to each of them to act alone), the true
and lawful attorney-in-fact to sign and execute on behalf of the undersigned,
any amendment or amendments to this Registration Statement of Rimage
Corporation, and each of the undersigned does hereby ratify and confirm all that
said attorneys shall 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 by the following persons in the
capacities and on the dates indicated:

           Name                              Title
           ----                              -----

/s/ Bernard P. Aldrich         Chief Executive Officer,             May 21, 1998
--------------------------        President and Director
    Bernard P. Aldrich            (PRINCIPAL EXECUTIVE  AND
                                  PRINCIPAL FINANCIAL OFFICER)

/s/ David J. Suden             Chief Technical Officer and          May 21, 1998
--------------------------        Director (PRINCIPAL FINANCIAL
David J. Suden                    OFFICER)

/s/ Robert Wolf                Controller                           May 21, 1998
--------------------------        (PRINCIPAL ACCOUNTING OFFICER)
Robert Wolf

/s/ Ronald R. Fletcher         Director                             May 21, 1998
--------------------------
Ronald R. Fletcher

/s/ Richard F. McNamara        Director                             May 21, 1998
--------------------------
Richard F. McNamara

/s/ George E. Kline            Director                             May 21, 1998
--------------------------
George E. Kline

/s/ James Reissner             Director                             May 21, 1998
--------------------------
James Reissner
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 11145}]
{"company-data": {"conformed-name": "RIMAGE CORP", "cik": "0000892482", "assigned-sic": "3577", "irs-number": "411577970", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53875", "film-number": "98633644"}, "business-address": {"street1": "7725 WASHINGTON AVE S", "city": "EDINA", "state": "MN", "zip": "55439", "phone": "6129448144"}, "mail-address": {"street1": "7725 WASHINGTON AVENUE SOUTH", "city": "EDINA", "state": "MN", "zip": "55439"}}
Registration No. 333-________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                               RIMAGE CORPORATION
               (Exact name of issuer as specified in its charter)

            Minnesota                                   41-1577970
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

                          7725 Washington Avenue South
                             Minneapolis, Minnesota                  55439
                     (Address of Principal Executive Offices)      (Zip Code)

                    RIMAGE CORPORATION 1992 STOCK OPTION PLAN
                            (Full title of the plan)

Bernard P. Aldrich                                 Copy to:
President and Chief Executive Officer              Thomas Martin
Rimage Corporation                                 Dorsey & Whitney LLP
7725 Washington Avenue South                       220 South Sixth Street
Minneapolis, Minnesota  55439                      Minneapolis, MN 55402
(Name and address of agent for service)

                                 (612) 944-8144
         (Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

================================================================================
 Title of                            Proposed        Proposed
Securities           Amount          Maximum         Maximum          Amount of
   to be             to be       Offering Price      Aggregate      Registration
Registered        Registered(1)    Per Share(2)  Offering Price(2)        Fee
--------------------------------------------------------------------------------

Common Stock
$.01 par value    750,000            $12.3458         $9,257,813      $2,731
================================================================================

(1) The number of shares being registered represents 750,000 additional shares
of Common Stock which may be issued pursuant to the Rimage Corporation 1992
Stock Option Plan.

(2) Estimated solely for the purpose of determining the registration fee. The
proposed maximum offering price is based upon the average of the high and low
selling prices of the Common Stock quoted on NASDAQ NMS for May 26 , 1998.

Pursuant to General Instruction E of the General Instructions to the Form S-8,
this Registration Statement incorporates by reference the Registrant's
Registration Statement on Form S-8 filed November 10, 1993 (No. 33-71472) .
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

    Exhibit Number                  Description

          4.1       1992 Stock Option Plan of the Company, as amended.

          5         Opinion of Dorsey & Whitney LLP.

          24.1      Consent of KPMG Peat Marwick LLP

          24.2      Consent of Dorsey & Whitney LLP (included in Exhibit 5
                    above).

          25        Power of Attorney (included in the signature page to this
                    Registration Statement).

Item 9. Undertakings.

          A.        Post-Effective Amendments

          The undersigned Registrant hereby undertakes:

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

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

                              (ii)      To reflect in the prospectus any facts
                                        or events arising after the effective
                                        date of the Registration Statement (or
                                        the most recent post-effective amendment
                                        thereof) which, individually or in the
                                        aggregate, represent a fundamental
                                        change in the information set forth in
                                        the Registration Statement;

                              (iii)     To include any material information with
                                        respect to the plan of distribution not
                                        previously disclosed in the Registration
                                        Statement or any material change to such
                                        information in the Registration
                                        Statement;

                    provided, however, that subparagraphs (i) and (ii) above
                    will not apply if the information required to be included in
                    a post-effective amendment by those subparagraphs is
                    contained in periodic reports filed by the Registrant
                    pursuant to Section 13 or Section 15(d) of the Securities
                    Exchange Act of 1934 that are incorporated by reference in
                    the Registration Statement.

                    (2)       That, for the purpose of determining any liability
                              under the Securities Act of 1933, each such
                              post-effective amendment shall be deemed to be a
                              new registration statement relating to the
                              securities offered therein, and the offering of
                              such securities at that time shall be deemed to be
                              the initial bona fide offering thereof.
(3)       To remove from registration by means of a
                              post-effective amendment any of the securities
                              being registered which remain unsold at the
                              termination of the offering.

          B.        Subsequent Documents Incorporated by Reference

          The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (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.        Claims for Indemnification

          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 indemnification provisions described
herein, 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 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.
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on this 21st day of
May, 1998.

                                           RIMAGE CORPORATION

                                           By:   /s/ BERNARD P. ALDRICH
                                               ---------------------------------
                                               Bernard P. Aldrich,
                                               Chief Executive Officer

                                POWER OF ATTORNEY

          The officers and directors of Rimage Corporation, whose signatures
appear below, hereby constitute and appoint Bernard P. Aldrich and David J.
Suden, and each of them (with full power to each of them to act alone), the true
and lawful attorney-in-fact to sign and execute on behalf of the undersigned,
any amendment or amendments to this Registration Statement of Rimage
Corporation, and each of the undersigned does hereby ratify and confirm all that
said attorneys shall 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 by the following persons in the
capacities and on the dates indicated:

           Name                              Title
           ----                              -----

/s/ Bernard P. Aldrich         Chief Executive Officer,             May 21, 1998
--------------------------        President and Director
    Bernard P. Aldrich            (PRINCIPAL EXECUTIVE  AND
                                  PRINCIPAL FINANCIAL OFFICER)

/s/ David J. Suden             Chief Technical Officer and          May 21, 1998
--------------------------        Director (PRINCIPAL FINANCIAL
David J. Suden                    OFFICER)

/s/ Robert Wolf                Controller                           May 21, 1998
--------------------------        (PRINCIPAL ACCOUNTING OFFICER)
Robert Wolf

/s/ Ronald R. Fletcher         Director                             May 21, 1998
--------------------------
Ronald R. Fletcher

/s/ Richard F. McNamara        Director                             May 21, 1998
--------------------------
Richard F. McNamara

/s/ George E. Kline            Director                             May 21, 1998
--------------------------
George E. Kline

/s/ James Reissner             Director                             May 21, 1998
--------------------------
James Reissner