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<PRE>

    As filed with the Securities and Exchange Commission on February 18, 2005
                           Registration No. 333-______
 ------------------------------------------------------------------------------



                       <B>SECURITIES AND EXCHANGE COMMISSION</B>
                             <B><U>Washington, D.C. 20549</U></B>

                                    <B>FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER</B>
                           <B><U>THE SECURITIES ACT OF 1933</U></B>

                             <B><U>MESA LABORATORIES, INC.</U></B>
             (Exact name of Registrant as specified in its charter)



          Colorado                                         84-0872291
--------------------------------------------------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)
                             12100 West Sixth Avenue
                            Lakewood, Colorado 80228
                   ------------------------------------------
               (Address of principal executive offices) (zip code)



                             Mesa Laboratories, Inc.
                    The Amended 1999 Stock Compensation Plan
                   ------------------------------------------
                            (Full title of the plan)



                            Andrew N. Bernstein, Esq.
                            Andrew N. Bernstein, P.C.
                           5445 DTC Parkway, Suite 520
                        Greenwood Village, Colorado 80111
                     ---------------------------------------
                     (Name and address of agent for service)


                                 (303) 770-7131
                   -------------------------------------------
          (Telephone number, including area code, of agent for service)



     Approximate  date of  commencement  of proposed  sale pursuant to the plan:
From time to time after the Registration Statement becomes effective.

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

                         Exhibit Index Begins at Page 15




                         <B>CALCULATION OF REGISTRATION FEE</B>



<B>Title of.Amount to be      Proposed                  Proposed            Amount of
securities to be           registered (1)            maximum             maximum               registration
registered                                           offering            aggregate             fee</B>
                                                     price per           offering
                                                     share               price


Common Stock,
no par value               200,000 shares(2)         (3)                 $2,510,113(3)         $295.45


(1)  Pursuant to Rule 416, this  Registration  Statement  covers any  additional
     shares of Common Stock  ("shares") which become issuable under the Plan set
     forth herein by reason of any stock dividend, stock split, recapitalization
     or any other similar  transaction  without receipt of  consideration  which
     results in an increase in the number of shares outstanding.

(2)  This Registration  Statement covers the registration of 200,000  additional
     shares issuable under the Plan. A registration  statement on Form S-8, File
     Number  333-48556,  covering the  issuance and sale of 300,000  shares from
     time to time upon exercise of stock options pursuant to the Plan, was filed
     with the  Commission  under the  Securities  Act of 1933,  as amended,  and
     became effective on October 25, 2000.

(3)  Pursuant to Rules  457(h) and 457(c),  the  offering  price per share,  the
     aggregate  offering  price and the amount of the  filing fee were  computed
     upon the bases of:

     o  the  price  at  which  11,250  outstanding  options  may  be  exercised
        (resulting in an aggregate offering price of $141,300); and

     o  the closing price of the Common Stock within five business days prior to
        the date of filing of the Registration Statement,  with  respect to  the
        authorized but unissued remaining options (188,750 shares at $12.55  per
        share, aggregating $2,368,813).



                                     <B>PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>

     Pursuant  to the  requirements  of the  Note to Part I of Form S-8 and Rule
428(b)(1)  of the Rules  under  the  Securities  Act of 1933,  as  amended,  the
information  required by Part I of Form S-8 is  incorporated by reference in the
Reoffer  Prospectus  which follows.  The Reoffer  Prospectus,  together with the
documents  incorporated  by  reference  pursuant  to  Item 3 of  Part II of this
Registration Statement, constitutes the Section 10(a) Prospectus.


                               <B>REOFFER PROSPECTUS</B>

     The material  which  follows,  up to but not including the pages  beginning
Part II of this  Registration  Statement,  constitutes a prospectus  prepared in
accordance  with the applicable  requirements  of Part I of Form S-3 and General
Instruction C to Form S-8, to be used in  connection  with resales of securities
acquired  under  the  Registrant's  Amended  1999  Stock  Compensation  Plan  by
affiliates of the Registrant, as defined in Rule 405 under the Securities Act of
1933, as amended.






                                                            <B>REOFFER PROSPECTUS</B>

                                 <B>500,000 SHARES
                                  COMMON STOCK

                             MESA LABORATORIES, INC.

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

                    THE AMENDED 1999 STOCK COMPENSATION PLAN</B>
                           ---------------------------


     We are  registering  on behalf of our  employees,  officers,  directors and
advisors up to 500,000  shares of our common stock  purchasable by them pursuant
to common stock  options under our Amended 1999 Stock  Compensation  Plan. As of
this date,  311,250  options have been issued under the Plan,  of which  200,867
options are currently  outstanding and 110,383 options have been exercised,  and
188,750 options remain available for grant.

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

     This prospectus will be used by persons who are our  "affiliates" to resell
shares purchased by them under the Plan. We will receive no part of the proceeds
of any such sales,  although we will  receive the  exercise  price for the stock
options.

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

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION  HAS APPROVED OR  DISAPPROVED  OF THE  SECURITIES  OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

     No  person  is  authorized  to  give  any   information   or  to  make  any
representation regarding the securities we are offering and investors should not
rely on any such information.  The information  provided in the prospectus is as
of this date only.

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

                The date of this prospectus is February 18, 2005.


                              <B>AVAILABLE INFORMATION</B>

     We are a fully reporting company subject to the informational  requirements
of the  Securities  Exchange  Act of 1934,  as amended,  and we file reports and
other information with the Securities and Exchange Commission. Reports and other
information  which we file can be inspected  and copied at the public  reference
facilities  maintained by the Commission at 450 Fifth Street, N.W.,  Washington,
D.C. 20549; 500 West Madison Street,  Suite 1400, Chicago,  Illinois 60661-2511;
and 7 World Trade Center, New York, New York 10048.  Copies of such material can
be  obtained  from the Public  Reference  Section of the  Commission,  450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates.

     Our common stock is traded on the Nasdaq  National  Market under the symbol
"MLAB."

     We  furnish  annual  reports  to our  shareholders  which  include  audited
financial  statements.  We may furnish such other reports as may be  authorized,
from time to time, by our board of directors.

                           <B>INCORPORATION BY REFERENCE</B>

     Certain documents have been incorporated by reference into this prospectus,
either in whole or in part.  We will  provide  without  charge to each person to
whom a prospectus is delivered,  upon written or oral request, (i) a copy of the
information that has been  incorporated by reference (not including  exhibits to
the information unless such exhibits are specifically  incorporated by reference
into the information), and (ii) a copy of all documents and information required
to be delivered  to our  employees  pursuant to Rule  428(b).  Requests for such
information  shall be addressed  to us at Mesa  Laboratories,  Inc.,  12100 West
Sixth Avenue, Lakewood, Colorado 80228, telephone: (303) 987-8000.


                                <B>TABLE OF CONTENTS</B>

<A HREF="#intro">Introduction</A>
<A HREF="#selling">Selling Stockholders</A>
<A HREF="#method">Method of Sale</A>
<A HREF="#sec">SEC Position Regarding Indemnification</A>
<A HREF="#description">Description of the Plan</A>
<A HREF="#applicable">Applicable Securities Law Restrictions</A>
<A HREF="#tax">Tax Consequences</A>
<A HREF="#legal">Legal Matters</A>
<A HREF="#experts">Experts</A>



<A NAME="intro"></A>
                                  <B>INTRODUCTION</B>


     We design, develop, acquire, manufacture and market instruments and systems
utilized in connection with industrial applications and hemodialysis therapy. In
August 1984, we acquired Western Laboratories Corp., a manufacturer and marketer
of a line of  instruments  for  use in  calibrating  hemodialysis  proportioning
equipment.  In June  1989,  we  acquired  the  DATATRACE(R)product  line of Ball
Corporation.  In February  1993,  we acquired  the assets of  NUSONICS,  Inc., a
manufacturer  of  ultrasonic  flow meters and  analyzers.  In December  1999, we
acquired Automata  Instrumentation,  Inc., a manufacturer and marketer of a line
of instruments for use in calibrating and verifying  performance of hemodialysis
and proportioning equipment.

     We presently market the DATATRACE(R)and ELOGG(R)recording systems which are
used in various industrial  applications;  NUSONICS(R)  Concentration Analyzers,
Pipeline  Interface  Detectors and Flow Meter products which are used in various
industrial  applications;   and  two  product  lines  used  in  kidney  dialysis
[Dialysate  Meters and the ECHO Reprocessing  Products].  We are also performing
research and development to expand the application of our technology.

     Our  executive  offices are located at 12100 West Sixth  Avenue,  Lakewood,
Colorado 80228, telephone (303) 987-8000.

<A NAME="selling"></A>
                              <B>SELLING STOCKHOLDERS</B>


     This prospectus covers possible sales by our executive officers, directors,
advisors  and  employees  of shares  they  acquire  through  exercise of options
granted  under  our  Amended  1999  Stock  Compensation  Plan.  The names of our
affiliates who may be Selling  Stockholders  from time to time are listed below,
along with the  number of shares of common  stock to be  offered  for sale.  The
names of other  affiliates who may offer shares for resale in the future,  along
with the number of shares which may be sold by each affiliate from time to time,
will be updated in supplements to this prospectus,  which will be filed with the
Commission in accordance  with Rule 424(b) under the Securities Act. All Selling
Stockholders  are  executive  officers  and/or  directors.  The  address of each
Selling Stockholder is the same as our address. All shares listed below for sale
represent shares issuable upon exercise of options granted under the Plan.

                                             Maximum Number of Shares Which May
Name of Selling Stockholder                  Be Sold Upon Exercise of Options
---------------------------                  --------------------------------

Luke R. Schmieder                                         14,000

Steven W. Peterson                                         8,000

Paul D. Duke                                              18,000

H. Stuart Campbell                                         3,000

Michael T. Brooks                                          4,000

John L. Sullivan                                          20,000

<A NAME="method"></A>
                                 <B>METHOD OF SALE</B>

     Sales of the shares offered by this  prospectus  will be made on The Nasdaq
National Market,  where our common stock is listed for trading, in other markets
where our common stock may be traded, or in negotiated transactions.  Sales will
generally  involve  payment of  customary  brokers'  commissions  by the Selling
Stockholders. There is no present plan of distribution.

<A NAME="sec"></A>
                     <B>SEC POSITION REGARDING INDEMNIFICATION</B>

     Our Articles of Incorporation  provide for  indemnification of officers and
directors,  among other  things,  in instances in which they acted in good faith
and in a manner they  reasonably  believed to be in, or not opposed to, our best
interests  and in which,  with  respect  to  criminal  proceedings,  they had no
reasonable cause to believe their conduct was unlawful.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers or persons controlling us under the
provisions  described  above,  we have been informed that, in the opinion of the
Commission,  indemnification  is against  public policy as expressed in that Act
and is therefore unenforceable.

<A NAME="description"></A>
                         <B>DESCRIPTION OF THE AMENDED PLAN</B>

     Our board of directors and our  shareholders  have adopted and approved the
amended Plan.  Options granted pursuant to the Plan constitute  either incentive
stock options within the meaning of Section 422 of the Internal  Revenue Code of
1986, as amended, or options which constitute  nonqualified  options at the time
of issuance of such  options.  The Plan provides  that  incentive  stock options
and/or  nonqualified  stock options may be granted to our  officers,  directors,
employees  and  advisors  selected  by our  Compensation  Committee.  A total of
500,000  shares of common stock are  authorized  and reserved for issuance under
the Plan,  subject to adjustment to reflect changes in our capitalization in the
case of a stock split, stock dividend or similar event.

     The Plan is administered by our  Compensation  Committee which has the sole
authority  to  interpret  the Plan and to make all  determinations  necessary or
advisable for administering the Plan, including but not limited to:

        o       who shall be granted options under the Plan;
        o       the term of each option;
        o       the number of shares covered by such option;
        o       whether the option shall constitute an incentive option or a
                nonqualified option;
        o       the exercise price for the purchase of the shares covered by the
                option, provided that the exercise price for any option
                must be at least equal to the fair market value of the shares
                as of the date of grant of such option;
        o       the period during which the option may be exercised;
        o       whether the right to purchase the number of shares covered by
                the option shall be fully vested on issuance of the option so
                that such shares may be purchased in full at one time or whether
                the right to purchase such shares shall become vested over
                a period of time so that such shares may only be purchased in
                installments; and
        o       the time or times at which the options shall be granted.




     Except in the case of disability or death,  no option shall be  exercisable
after an  optionee  who is an employee  ceases to be  employed  by the  Company;
provided,  however,  the  Compensation  Committee  has the right to  extend  the
exercise period following the date of termination of such optionee's employment.
If an optionee's employment is terminated by reason of death or disability,  the
Compensation  Committee  may  extend  the  option  term  following  the  date of
termination of the optionee's  employment.  Upon the exercise of the option, the
exercise  price must be paid in full either in cash,  shares of our common stock
or a combination.

     If any option to purchase  reserved  shares shall not be exercised  for any
reason or if such option to purchase  shall  terminate  as provided by the Plan,
such shares which have not been so purchased  shall again become  available  for
the purposes of the Plan unless the Plan shall have been terminated.

     The provisions of the Federal  Employee  Retirement  Income Security Act of
1974 do not apply to the Plan. Shares issuable upon exercise of options will not
be  purchased  in  open  market  transactions  but  will  be  issued  by us from
authorized  shares.  Shares  issuable  under  the  Plan  may be sold in the open
market,  without restrictions,  as free trading securities.  There are no assets
administered  under the Plan and,  accordingly,  no  investment  information  is
furnished.

     No options may be  assigned,  transferred,  hypothecated  or pledged by the
option holder except by will,  the laws of intestate  succession or as permitted
by the Commission. No person may create a lien on any securities under the Plan,
except by operation of law. However,  there are no restrictions on the resale of
the shares underlying the options.

     The Plan will remain in effect until August 5, 2009. Additional information
concerning the Plan may be obtained from us at our address and telephone number.

<A NAME="applicable"></A>
                     <B>APPLICABLE SECURITIES LAW RESTRICTIONS</B>

     If the  optionee  is deemed to be an  "affiliate"  (as that term is defined
under the Securities  Act), the resale of the shares  purchased upon exercise of
options covered hereby may be subject to certain  restrictions and requirements,
including  compliance  with the  provisions  of Rule 144  promulgated  under the
Securities Act.

     In  addition  to the  requirements  imposed  by  the  Securities  Act,  the
antifraud  provisions  of the Exchange Act and the rules  thereunder  (including
Rule 10b-5) are applicable to any sale of shares acquired pursuant to the Plan.

     Up to  500,000  shares  may be issued  under the Plan.  We have  authorized
8,000,000  shares of common stock, of which 3,072,815 shares were outstanding as
of March 31,  2004.  Shares of common  stock  outstanding  are,  and those to be
issued upon exercise of options will be, fully paid and nonassessable,  and each
share of common stock is entitled to one vote at all shareholders' meetings. All
shares are equal to each other with respect to lien rights,  liquidation  rights
and  dividend  rights.  There are no  preemptive  rights to purchase  additional
shares  by  virtue  of the  fact  that  a  person  is  one of our  shareholders.
Shareholders  do not have the right to cumulate  their votes for the election of
directors.

     Our officers and  directors and owners of at least ten percent of our stock
must comply with certain reporting requirements and resale restrictions pursuant
to Sections  16(a) and 16(b) of the Exchange Act and the rules  thereunder  upon
the receipt or disposition of any options.


<A NAME="tax"></A>
                                <B>TAX CONSEQUENCES</B>

     We have been advised that the federal income tax  consequences  of the Plan
to us and the  optionees,  and possible  exercise of options  granted  under the
Plan,  will depend upon future  circumstances  and  possible  changes in the tax
laws. <B>The following  summary  discussion  addresses  certain  federal income tax
consequences  of the  Plan.  This  discussion  does not  address  all of the tax
consequences  that may be  applicable  to any  particular  optionee or to us. In
addition,  this discussion does not address foreign,  state, or local taxes, nor
does it address  federal taxes other than federal income tax. This discussion is
based  upon  applicable   statutes,   regulations,   case  law,   administrative
interpretations  and  judicial  decisions  in  effect  as of the  date  of  this
prospectus.</B>

     The income tax treatment of nonstatutory options is governed byss.83 of the
Code.  This  section  basically  provides  that  if  an  option  has  a  readily
ascertainable  fair market value when granted,  then the optionee must recognize
ordinary  income  at the  time of  grant  but not at the  time  of  exercise  or
disposal;  if an option does not have a readily  ascertainable fair market value
when granted,  the optionee must  recognize  ordinary  income at the time of its
exercise  or  disposal  of the option but not at the time of its grant.  We will
receive a  corresponding  compensation  deduction for the amount included by the
optionee as income in the same year that the  optionee  includes  such amount as
income. Consequently,  whether a nonstatutory option has a readily ascertainable
fair market value at grant will  determine  whether the grant or the exercise of
the  nonstatutory  option is the taxable event for the optionee who rendered the
services for which the option was granted.

     No tax  consequences  result from the granting of an incentive stock option
or from the exercise of an incentive stock option by the employee.  In addition,
the employer  generally  will not be allowed a business  expense  deduction with
respect to an incentive  stock option unless the employee  disposes of the stock
prior to the required holding period. The employee will be taxed at capital gain
rates  when he sells  stock  acquired  under an  incentive  stock  option  plan,
provided  he has not  disposed of the stock for at least two years from the date
the option was granted to him and he has held the stock itself at least one year
after the stock was  transferred  to him. If the foregoing  holding period rules
are not satisfied, the gain that would have been realized at the time the option
was  exercised is included as ordinary  income in the year of the  disqualifying
sale.  For this purpose,  the gain is equal to the lesser of (i) the fair market
value of the stock on the date of exercise  over the option  price of the stock,
or (ii) the amount realized on disposition over the adjusted basis of the stock.
The employer is allowed to deduct a corresponding amount as a business deduction
at the same time the  employee is  required to  recognize  the  ordinary  income
arising from the early disposition.

     Notwithstanding  the preceding,  when  calculating  income for  alternative
minimum tax purposes,  the  favorable tax treatment of ss.421(a) is  disregarded
and the bargain  purchase  element (that is, the spread between the option price
and the fair market  value of the option  stock at  exercise)  of the  incentive
stock option will be considered as part of the  taxpayer's  alternative  minimum
taxable income.
<A NAME="legal"></A>
                                  <B>LEGAL MATTERS</B>

     The  validity  of the shares  offered  hereby have been passed on for us by
Andrew N.  Bernstein,  P.C.,  5445 DTC Parkway,  Suite 520,  Greenwood  Village,
Colorado 80111.
<A NAME="experts"></A>
                                     <B>EXPERTS</B>

     Our  balance  sheets for the years  ended  March 31,  2004 and 2003 and our
statements  of  income,  stockholders'  equity and cash flows for the years then
ended,  incorporated  by reference  to our Annual  Report on Form 10-KSB for the
fiscal year ended March 31, 2004,  have been audited by Ehrhardt Keefe Steiner &amp;
Hottman PC, Denver,  Colorado, as set forth in their report included therein and
incorporated  by  reference.  Our  financial  statements  referred  to above are
incorporated by reference in reliance upon such report and upon the authority of
such firm as an expert in auditing and accounting.

     Our future  financial  statements  and reports  thereon of  Ehrhardt  Keefe
Steiner &amp; Hottman PC also will be  incorporated  by reference in this prospectus
in reliance  upon the  authority of that firm as experts in giving those reports
to the extent said firm has audited those financial  statements and consented to
the use of their reports thereon.





                                     <B>PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference</B>

     The  Registrant  hereby  incorporates  by  reference  in this  Registration
Statement the following documents previously filed with the Commission:

     (a)  The  Registrant's  Annual  Report on Form  10-KSB for the fiscal  year
          ended March 31, 2004 (including its audited  financial  statements for
          the years ended March 31, 2004 and 2003,  together  with the report of
          independent public accountants) filed pursuant to the Exchange Act;

     (b)  The  Registrant's  Quarterly  Reports  on Form  10-QSB  for the fiscal
          quarters  ended June 30, 2004;  September  30, 2004;  and December 31,
          2004;

     (c)  The Registrant's  definitive Proxy Statement for the Annual Meeting of
          Shareholders of the Company held October 18, 2004;

     (d)  The  description  of  the  common  stock  that  is  contained  in  the
          Registrant's Registration Statement on Form 8-A under the Exchange Act
          (File No. 0-11740);

     (e)  The  Registrant's  Current  Reports on Form 8-K dated August 10, 2004;
          November 2, 2004; and February 2, 2005; and

     (f)  All subsequent reports filed pursuant to Section 13(a) or 15(d) of the
          Exchange Act.

     All reports and  definitive  proxy or information  statements  filed by the
Registrant  pursuant to Section  13(a),  13(c),  14 or 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 securities offered hereby have
been sold or which  deregisters all securities then remaining unsold at the time
of such  amendment  will be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.  Any statement  contained in a document  incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.



<B>Item 4.  Description of Securities</B>

         Not applicable.

<B>Item 5.  Interests of Named Experts and Counsel</B>

         Not applicable.

<B>Item 6.  Indemnification of Directors and Officers</B>

     Article 109 of the Colorado  Business  Corporation  Act  ("CBCA")  provides
broad authority for  indemnification of directors and officers.  The Articles of
Incorporation and Bylaws of Mesa Laboratories,  Inc. (the "Registrant")  provide
for  indemnification  of  its  officers  and  directors  to the  fullest  extent
permitted  by the CBCA.  As  permitted  by Section  7-108-402  of the CBCA,  the
Registrant's  Articles of  Incorporation  provide  that a director  shall not be
liable  for  monetary  damages  for breach of his  fiduciary  duty as a director
except in certain limited circumstances.

<B>Item 7.  Exemption from Registration Claimed</B>

         Not applicable.

<B>Item 8.  Exhibits</B>

         The following documents are filed as exhibits to this Registration Statement.

         Exhibit
         Number            Description of Exhibit
         ------            ----------------------

          4.1              --   The Amended 1999 Stock Compensation Plan of Mesa
                                Laboratories, Inc.
          5.1              --   Opinion of Andrew N. Bernstein, P.C.
         23.1              --   Consent of Ehrhardt Keefe Steiner &amp; Hottman PC,
                                independent public accountants
         23.2              --   Consent of Andrew N. Bernstein, P.C. (included
                                in its opinion filed as Exhibit 5.1)

<B>Item 9.  Undertakings</B>

          (a)  Rule 415 Offerings.

                 The undersigned registrant hereby undertakes that it will:

               (1)  File,  during  any  period  in  which  it  offers  or  sells
                    securities,  a post-effective amendment to this Registration
                    Statement to:
                    (i)  Include any prospectus  required by Section 10(a)(3) of
                         the Securities Act of 1933;
                    (ii) Reflect in the  prospectus  any facts or events arising
                         after the effective date of the Registration  Statement
                         which,  individually  or in the aggregate,  represent a
                         fundamental  change in the information set forth in the
                         Registration Statement; and
                    (iii)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)  For the  purpose  of  determining  any  liability  under the
                    Securities  Act of  1933,  treat  each  such  post-effective
                    amendment as a new  registration  statement  relating to the
                    securities  offered  therein,   and  the  offering  of  such
                    securities at that time to be the initial bona fide offering
                    thereof; and

               (3)  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)  Filings  Incorporating   Subsequent  Exchange  Act  documents  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)  Request  for   acceleration   of  effective  date  or  filing  of
               registration statement on Form S-8.

                    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   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
               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.






                                   <B>SIGNATURES</B>

     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  or amendment  thereto to be signed on its behalf by the  undersigned,
thereunto duly authorized, in Lakewood, Colorado on February 17, 2005.


                                                        MESA LABORATORIES, INC.
                                                        By: /s/ LUKE R. SCHMIEDER
                                                           ---------------------
                                                                Luke R. Schmieder
                                                                President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  or amendment  thereto has been signed by the  following
persons in the capacities and on the dates indicated.

         Signature                                   Title                                       Date

/s/ LUKE R. SCHMIEDER                       President, Chief Executive Officer,               2/17/05
-------------------------                   Treasurer and Director (Principal
Luke R. Schmieder                           Executive Officer)


/s/ STEVEN W. PETERSON                      Vice President, Finance, Chief                    2/17/05
-----------------------                     Financial and Chief Accounting
Steven W. Peterson                          Officer and Secretary (Principal
                                            Financial and Accounting Officer


/s/ PAUL D. DUKE                            Director                                          2/17/05
--------------------------------
Paul D. Duke


/s/ H. STUART CAMPBELL                      Director                                          2/17/05
-----------------------
H. Stuart Campbell


/s/ MICHAEL T. BROOKS                       Director                                          2/17/05
------------------------
Michael T. Brooks





                                  <B>EXHIBIT INDEX</B>

         Exhibit
         Number  Description of Exhibit
         ------  ----------------------

          4.1              The Amended 1999 Stock Compensation Plan of
                           Mesa Laboratories, Inc.
          5.1              Opinion of Andrew N. Bernstein, P.C.
         23.1              Consent of Ehrhardt Keefe Steiner &amp; Hottman PC, independent
                           public accountants
         23.2              Consent of Andrew N. Bernstein, P.C. (included in its
                           opinion filed as Exhibit 5.1)                     x





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<PRE>
                                   <B>THE AMENDED

                          1999 STOCK COMPENSATION PLAN

                                       OF

                             MESA LABORATORIES, INC.

                            (a Colorado corporation)</B>



                                <B>TABLE OF CONTENTS

                                      * * *

                                   THE AMENDED
                          1999 STOCK COMPENSATION PLAN
                                       OF
                             MESA LABORATORIES, INC.</B>


SECTION                                     SUBJECT  PAGE

<A HREF="#purpose">1. Purpose of Plan</A>

<A HREF="#stock">2. Stock Subject to the Plan</A>

<A HREF="#administration">3. Administration of the Plan</A>
                           (a)      General
                           (b)      Changes in Law Applicable

<A HREF="#awards">4. Types of Awards Under the Plan</A>

<A HREF="#persons">5. Persons to Whom Options Shall Be Granted</A>
                           (a)      Nonqualified Options
                           (b)      Incentive Options

<A HREF="#factors">6. Factors to Be Considered in Granting Options</A>

<A HREF="#time">7. Time of Granting Options</A>

<A HREF="#options">8. Terms and Conditions of Options</A>
                           (a)      Number of Shares
                           (b)      Type of Option
                           (c)      Option Period
                                    (1)     General
                                    (2)     Termination of Employment
                                    (3)     Cessation of Service as Director
                                            or Advisor
                                    (4)     Disability
                                    (5)     Death
                                    (6)     Acceleration and Exercise Upon
                                            Change of Control
                           (d)      Option Prices
                                    (1)     Nonqualified Options
                                    (2)     Incentive Options
                                    (3)     Determination of Fair Market
                                            Value
                           (e)      Exercise of Options
                           (f)      Nontransferability of Options
                           (g)      Limitations on 10% Shareholders
                           (h)      Compliance with Securities Laws
                           (i)      Additional Provisions

<A HREF="#medium">9. Medium and Time of Payment</A>

<A HREF="#rights">10. Rights as a Shareholder</A>

<A HREF="#optionees">11. Optionee's Agreement to Serve</A>

<A HREF="#adjustments">12. Adjustments on Changes in Capitalization</A>
                           (a)      Changes in Capitalization
                           (b)      Reorganization, Dissolution or
                                    Liquidation
                           (c)      Change in Par Value
                           (d)      Notice of Adjustments
                           (e)      Effect Upon Holder of Option
                           (f)      Right of Company to Make Adjustments

<A HREF="#investment">13. Investment Purpose.</A>

<A HREF="#no">14. No Obligation to Exercise Option</A>

<A HREF="#modification">15. Modification, Extension, and Renewal of Options</A>

<A HREF="#effective">16. Effective Date of the Plan</A>

<A HREF="#termination">17. Termination of the Plan</A>

<A HREF="#amendment">18. Amendment of the Plan</A>

<A HREF="#withholding">19. Withholding</A>

<A HREF="#indemnification">20. Indemnification of Committee</A>

<A HREF="#application">21. Application of Funds</A>

<A HREF="#governing">22. Governing Law</A>

                                   <B>THE AMENDED
                          1999 STOCK COMPENSATION PLAN
                                       OF
                             MESA LABORATORIES, INC.</B>




<A NAME="purpose"></A>
1.   <U>Purpose of Plan</U>.  This Amended  1999 Stock  Compensation  Plan  ("Plan") is
     intended to encourage  ownership of the common stock of MESA  LABORATORIES,
     INC., a Colorado corporation,  ("Company"), by certain officers, directors,
     employees and advisors of the Company or any Subsidiary or  Subsidiaries of
     the  Company  (as  hereinafter  defined)  in  order to  provide  additional
     incentive  for such  persons to promote the success and the business of the
     Company or its  Subsidiaries  and to encourage them to remain in the employ
     of the Company or its Subsidiaries by providing such persons an opportunity
     to benefit from any appreciation of the common stock of the Company through
     the issuance of stock options to such persons in accordance  with the terms
     of the Plan. It is further  intended that options granted  pursuant to this
     Plan shall constitute either incentive stock options ("Incentive  Options")
     within the meaning of Section 422  (formerly  Section 422A) of the Internal
     Revenue  Code of  1986,  as  amended  ("Code"),  or  options  which  do not
     constitute Incentive Options ("Nonqualified  Options") as determined by the
     Committee (as hereinafter defined) at the time of issuance of such options.
     Incentive Options and Nonqualified Options are herein sometimes referred to
     collectively  as  "Options."  As  used  herein,   the  term  Subsidiary  or
     Subsidiaries   shall  mean  any   corporation   (other  than  the  employer
     corporation)  in an  unbroken  chain  of  corporations  beginning  with the
     employer corporation if, at the time of granting of the Option, each of the
     corporations  other than the last  corporation  in the unbroken  chain owns
     stock  possessing  fifty percent (50%) or more of the total combined voting
     power of all  classes  of stock in one of the  other  corporations  in such
     chain.
<A NAME="stock"></A>
2.   <U>Stock Subject to the Plan</U>.  Subject to adjustment as provided in Section 12
     hereof,  there will be reserved for the use upon the exercise of Options to
     be granted  from time to time under the Plan,  an aggregate of five hundred
     thousand (500,000) shares of the common stock, no par value, of the Company
     ("Common Stock"), which shares in whole or in part shall be authorized, but
     unissued, shares of the Common Stock or issued shares of Common Stock which
     shall have been  reacquired by the Company as determined  from time to time
     by the  Board of  Directors  of the  Company  ("Board  of  Directors").  To
     determine  the number of shares of Common  Stock  available at any time for
     the granting of Options  under the Plan,  there shall be deducted  from the
     total number of reserved  shares of Common Stock,  the net number of shares
     of Common Stock in respect of which  Options have been granted  pursuant to
     the Plan which remain  outstanding or which have been exercised.  If and to
     the  extent  that any  Option  to  purchase  reserved  shares  shall not be
     exercised  by the  optionee  for any reason or if such  Option to  purchase
     shall  terminate  as provided  herein,  such shares  which have not been so
     purchased  hereunder  shall again become  available for the purposes of the
     Plan  unless  the Plan  shall have been  terminated,  but such  unpurchased
     shares  shall not be  deemed to  increase  the  aggregate  number of shares
     specified  above  to be  reserved  for  purposes  of the Plan  (subject  to
     adjustment as provided in Section 12 hereof).

<A NAME="administration"></A>
3.   <U>Administration of the Plan</U>

     (a)  <U>General</U>. The Plan shall be administered by the full Board of Directors
          or by a Compensation Committee ("Committee") appointed by the Board of
          Directors,  which  Committee shall consist solely of not less than two
          (2)  non-employee  Directors.  All  references  in  this  Plan  to the
          Committee  shall be  deemed  to  refer  instead  to the full  Board of
          Directors  at any  time  there  is not a  committee  qualified  to act
          hereunder.  The  Board  of  Directors  may from  time to time  appoint
          members of the Committee in substitution for or in addition to members
          previously  appointed and may fill vacancies,  however caused,  in the
          Committee.  If the Board of Directors does not designate a Chairman of
          the  Committee,  the Committee  shall select one of its members as its
          Chairman.  The  Committee  shall hold its  meetings  at such times and
          places at it shall deem  advisable.  A majority of its  members  shall
          constitute a quorum.  Any action of the Committee  shall be taken by a
          majority  vote of its  members  at a  meeting  at  which a  quorum  is
          present.  Notwithstanding  the preceding,  any action of the Committee
          may be taken without a meeting by a written  consent  signed by all of
          the  members,  and any  action  so  taken  shall  be  deemed  fully as
          effective as if it had been taken by a vote of the members  present in
          person at the meeting duly called and held.  The Committee may appoint
          a Secretary,  shall keep minutes of its meetings,  and shall make such
          rules and regulations for the conduct of its business at it shall deem
          advisable.

          The Committee shall have the sole authority and power,  subject to the
          express  provisions and  limitations of the Plan, to construe the Plan
          and option  agreements  granted  hereunder,  and to adopt,  prescribe,
          amend, and rescind rules and regulations  relating to the Plan, and to
          make all  determinations  necessary or advisable for administering the
          Plan, including,  but not limited to, (i) who shall be granted Options
          under  the Plan,  (ii) the term of each  Option,  (iii) the  number of
          shares  covered  by  such  Option,   (iv)  whether  the  Option  shall
          constitute  an  Incentive  Option or a  Nonqualified  Option,  (v) the
          exercise  price for the  purchase  of the shares of the  Common  Stock
          covered by the Option,  (vi) the period during which the Option may be
          exercised,  (vii)  whether the right to purchase  the number of shares
          covered by the Option  shall be fully vested on issuance of the Option
          so that such  shares may be  purchased  in full at one time or whether
          the right to purchase such shares shall become vested over a period of
          time so that such shares may only be  purchased in  installments,  and
          (viii)  the  time or  times at which  Options  shall be  granted.  The
          Committee's   determinations  under  the  Plan,  including  the  above
          enumerated  determinations,  need not be uniform and may be made by it
          selectively among the persons who receive, or are eligible to receive,
          Options  under the Plan,  whether or not such  persons  are  similarly
          situated.

          The interpretation by the Committee of any provision of the Plan or of
          any  option  agreement  entered  into  hereunder  with  respect to any
          Incentive  Option shall be in accordance  with Section 422 of the Code
          and the regulations issued thereunder,  as such section or regulations
          may be amended  from time to time,  in order  that the rights  granted
          hereunder and under said option agreements shall constitute "Incentive
          Stock Options" within the meaning of such section.  The interpretation
          and  construction  by the Committee of any provision of the Plan or of
          any Option granted  hereunder  shall be final and  conclusive,  unless
          otherwise determined by the Board of Directors. No member of the Board
          of  Directors  or the  Committee  shall be  liable  for any  action or
          determination  made in good  faith  with  respect  to the  Plan or any
          Option  granted  under it. Upon issuing an Option under the Plan,  the
          Committee  shall  report  to the  Board of  Directors  the name of the
          person granted the Option,  whether the Option is an Incentive  Option
          or a Nonqualified Option, the number of shares of Common Stock covered
          by the Option, and the terms and conditions of such Option.

     (b)  <U>Changes in Law Applicable</U>.  If the laws relating to Incentive  Options
          or  Nonqualified  Options are changed,  altered or amended  during the
          term of the Plan, the Board of Directors shall have full authority and
          power to alter or amend the Plan with respect to Incentive  Options or
          Nonqualified Options,  respectively, to conform to such changes in the
          law, unless the changes require shareholder approval.
<A NAME="awards"></A>
4.   <U>Type of Awards  Under the Plan</U>.  Awards under the Plan shall be in the form
     of Options.
<A NAME="persons"></A>
5.   <U>Persons to Whom Options Shall Be Granted</U>.

     (a)  <U>Nonqualified  Options</U>.  Nonqualified  Options shall be granted only to
          officers,  directors,  employees  and  advisors  of the  Company  or a
          Subsidiary who, in the judgment of the Committee,  are responsible for
          or  contribute  to the  management  or  success  of the  Company  or a
          Subsidiary  and who, at the time of the  granting of the  Nonqualified
          Options, are either officers, directors,  employees or advisors of the
          Company or a Subsidiary.

     (b)  <U>Incentive  Options</U>.   Incentive  Options  shall  be  granted  only  to
          employees of the Company or a  Subsidiary  who, in the judgment of the
          Committee,  are  responsible  for or contribute  to the  management or
          success of the  Company or a  Subsidiary  and who,  at the time of the
          granting  of the  Incentive  Option,  are an  employee  of either  the
          Company or a Subsidiary pursuant to an effective employment agreement.

<A NAME="factors"></A>
6.   <U>Factors to Be Considered in Granting  Options</U>.  In making any determination
     as to persons  to whom  Options  shall be  granted  and as to the number of
     shares to be covered by such Options, the Committee shall take into account
     the duties and  responsibilities  of the  respective  officers,  directors,
     employees,  or advisors,  their current and potential  contributions to the
     success of the  Company  or a  Subsidiary,  and such  other  factors as the
     Committee shall deem relevant in connection with  accomplishing the purpose
     of the Plan.
<A NAME="time"></A>

7.   <U>Time of Granting Options</U>.  Neither anything contained in the Plan or in any
     resolution  adopted  or to be  adopted  by the  Board of  Directors  or the
     Shareholders  of the Company or a  Subsidiary  nor any action  taken by the
     Committee shall  constitute the granting of any Option.  The granting of an
     Option shall be effected only when a written Option Agreement acceptable in
     form and substance to the  Committee,  subject to the terms and  conditions
     hereof including those set forth in Section 8 hereof,  shall have been duly
     executed by or on behalf of the  Company.  No person  shall have any rights
     under the Plan until such time, if any, as a written Option Agreement shall
     have been duly executed as set forth in this Section 7.

<A NAME="options"></A>
8.   <U>Terms and Conditions of Options</U>.  All Options granted pursuant to this Plan
     must be granted  within ten (10) years from the date the Plan is adopted by
     the Board of Directors of the Company.  Each Option Agreement  governing an
     Option granted  hereunder  shall be subject to at least the following terms
     and  conditions,  and shall  contain such other terms and  conditions,  not
     inconsistent therewith, that the Committee shall deem appropriate:

     (a)  <U>Number of  Shares</U>.  Each  Option  shall  state the number of shares of
          Common Stock which it represents.

     (b)  <U>Type of Option</U>.  Each Option shall state  whether it is intended to be
          an Incentive Option or a Nonqualified Option.

     (c)  <U>Option Period</U>.

          (1)  <U>General</U>.  Each  Option  shall  state  the date  upon  which it is
               granted.  Each Option  shall be  exercisable  in whole or in part
               during such  period as is provided  under the terms of the Option
               subject to any vesting period set forth in the Option,  but in no
               event shall an Option be  exercisable  either in whole or in part
               after the expiration of ten (10) years from the date of grant.

          (2)  <U>Termination of Employment</U>.  Except as otherwise  provided in case
               of  Disability  (as  hereinafter  defined),  death or  Change  of
               Control (as hereinafter  defined), no Option shall be exercisable
               after  an  optionee  who  is an  employee  of  the  Company  or a
               Subsidiary  ceases to be employed by the Company or a  Subsidiary
               as an employee;  provided, however, that the Committee shall have
               the  right in its sole  discretion,  but not the  obligation,  to
               extend the exercise  period  following the date of termination of
               such optionee's  employment;  provided further,  however, that no
               Option  shall be  exercisable  after the  expiration  of ten (10)
               years from the date it is granted.

          (3)  <U>Cessation of Service as Director or Advisor</U>.  Except as otherwise
               provided in case of  Disability,  death or Change of Control,  no
               Option shall be exercisable  after an optionee who was a director
               or advisor of the Company or a Subsidiary ceases to be a director
               or advisor of the  Company or a  Subsidiary;  provided,  however,
               that the Committee  shall have the right in its sole  discretion,
               but not the obligation,  to extend the exercise period  following
               the date such optionee  ceases to be a director or advisor of the
               Company  or a  Subsidiary;  provided  further,  however,  that no
               Option  shall be  exercisable  after the  expiration  of ten (10)
               years from the date it is granted.

          (4)  <U>Disability</U>.  If an optionee's  employment is terminated by reason
               of the permanent  and total  Disability of such optionee or if an
               optionee  who  is a  director  or  advisor  of the  Company  or a
               Subsidiary  ceases to serve as a director or advisor by reason of
               the  permanent  and  total  Disability  of  such  optionee,   the
               Committee  shall have the right in its sole  discretion,  but not
               the obligation,  to extend the exercise period following the date
               of  termination  of the  optionee's  employment  or the date such
               optionee  ceases to be a director  or advisor of the Company or a
               Subsidiary,  as the case may be, subject to the condition that no
               Option  shall be  exercisable  after the  expiration  of ten (10)
               years from the date it is granted. For purposes of this Plan, the
               term  "Disability"  shall mean the  inability  of the optionee to
               fulfill  such   optionee's   obligations  to  the  Company  or  a
               Subsidiary by reason of any physical or mental  impairment  which
               can be  expected to result in death or which has lasted or can be
               expected to last for a continuous  period of not less than twelve
               (12)  months  as  determined  by a  physician  acceptable  to the
               Committee in its sole discretion.

          (5)  <U>Death</U>.  If an optionee dies while in the employ of the Company or
               a  Subsidiary,  or while  serving as a director or advisor of the
               Company  or a  Subsidiary,  and  shall not have  fully  exercised
               Options  granted  pursuant  to  the  Plan,  such  Options  may be
               exercised  in whole or in part at any  time  within  one (1) year
               after the optionee's death, by the executors or administrators of
               the optionee's  estate or by any person or persons who shall have
               acquired  the Options  directly  from the  optionee by bequest or
               inheritance,  but  only  to the  extent  that  the  optionee  was
               entitled to exercise  such Option at the date of such  optionee's
               death,   subject  to  the  condition  that  no  Option  shall  be
               exercisable  after the expiration of ten (10) years from the date
               it is granted.

          (6)  <U>Acceleration and Exercise Upon Change of Control</U>. Notwithstanding
               the  preceding  provisions  of this Section  8(c),  if any Option
               granted  under the Plan  provides  for either (a) an  incremental
               vesting  period  whereby  such  Option may only be  exercised  in
               installments as such  incremental  vesting period is satisfied or
               (b) a delayed  vesting  period  whereby  such  Option may only be
               exercised after the lapse of a specified  period of time, such as
               after the  expiration of one (1) year,  such vesting period shall
               be  accelerated  upon the  occurrence  of a Change of Control (as
               hereinafter  defined) of the Company,  or a threatened  Change of
               Control of the Company as  determined by the  Committee,  so that
               such Option shall  thereupon  become  exercisable  immediately in
               part or its entirety by the holder thereof,  as such holder shall
               elect. For the purposes of this Plan, a "Change of Control" shall
               be deemed to have occurred if:

               (i)  Any   "person",   including  a  "group"  as   determined  in
                    accordance with Section 13(d)(3) of the Securities  Exchange
                    Act of 1934  ("Exchange  Act") and the Rules and Regulations
                    promulgated  thereunder,  is or  becomes,  through  one or a
                    series  of  related  transactions  or  through  one or  more
                    intermediaries,    the   beneficial   owner,   directly   or
                    indirectly, of securities of the Company representing 25% or
                    more of the  combined  voting  power of the  Company's  then
                    outstanding  securities,  other  than a person who is such a
                    beneficial  owner on the effective  date of the Plan and any
                    affiliate of such person;
               (ii) As a result of, or in connection  with,  any tender offer or
                    exchange offer, merger or other business  combination,  sale
                    of assets or contested  election,  or any combination of the
                    foregoing transactions ("Transaction"), the persons who were
                    Directors of the Company before the Transaction  shall cease
                    to  constitute  a majority of the Board of  Directors of the
                    Company or any successor to the Company;
               (iii)Following  the  effective  date of the Plan,  the Company is
                    merged or  consolidated  with another  corporation  and as a
                    result of such merger or consolidation  less than 40% of the
                    outstanding  voting securities of the surviving or resulting
                    corporation  shall  then be  owned in the  aggregate  by the
                    former stockholders of the Company, other than (x) any party
                    to such merger or  consolidation,  or (y) any  affiliates of
                    any such party;
               (iv) A tender offer or exchange offer is made and consummated for
                    the ownership of securities of the Company  representing 25%
                    or more of the combined  voting power of the Company's  then
                    outstanding voting securities; or
               (v)  The Company  transfers  more than 50% of its assets,  or the
                    last of a series of  transfers  results in the  transfer  of
                    more  than 50% of the  assets  of the  Company,  to  another
                    corporation  that is not a  wholly-owned  corporation of the
                    Company.  For purposes of this  subsection  8(c)(6)(v),  the
                    determination  of  what  constitutes  more  than  50% of the
                    assets of the Company shall be  determined  based on the sum
                    of the values  attributed to (i) the Company's real property
                    as determined by an independent  appraisal thereof, and (ii)
                    the net book value of all other assets of the Company,  each
                    taken as of the date of the Transaction involved.

                    In  addition,   upon  a  Change  of  Control,   any  Options
                    previously  granted under the Plan to the extent not already
                    exercised  may be  exercised  in  whole  or in  part  either
                    immediately  or at any time during the term of the Option as
                    such holder shall elect.

     (d)  Option Prices.

          (1)  <U>Nonqualified  Options</U>. The purchase price or prices of the shares
               of the Common  Stock which  shall be offered to any person  under
               the Plan and covered by a Nonqualified  Option shall be the price
               determined  by the  Committee  at the  time  of  granting  of the
               Nonqualified  Option,  which price  shall be one hundred  percent
               (100%) of the fair market  value of the Common  Stock at the time
               of granting the Nonqualified Option or such higher purchase price
               as may be determined by the Committee at the time of granting the
               Nonqualified Option.

          (2)  <U>Incentive Options</U>.  The purchase price or prices of the shares of
               the Common  Stock which shall be offered to any person  under the
               Plan and  covered by an  Incentive  Option  shall be one  hundred
               percent  (100%) of the fair market  value of the Common  Stock at
               the time of granting the Incentive Option or such higher purchase
               price  as may be  determined  by the  Committee  at the  time  of
               granting the Incentive Option.

          (3)  <U>Determination  of Fair  Market  Value</U>.  During  such  time as the
               Common  Stock of the  Company is not listed  upon an  established
               stock  exchange,  the fair market value per share shall be deemed
               to be the  closing  bid price of the  Common  Stock on The Nasdaq
               Stock  Market  ("Nasdaq")  on the day the Option is  granted,  as
               reported by Nasdaq, if the Common Stock is so quoted,  and if not
               so  quoted,  the  average  of the "bid"  and "ask"  prices of the
               Common  Stock  on the  Electronic  Bulletin  Board on the day the
               Option is granted,  as reported by the  National  Association  of
               Securities  Dealers,  Inc. If the Common  Stock is listed upon an
               established  stock exchange or exchanges,  such fair market value
               shall be deemed to be the  closing  price of the Common  Stock on
               such stock exchange or exchanges on the day the Option is granted
               or, if no sale of the Common Stock of the Company shall have been
               made on an  established  stock  exchange on such day, on the next
               preceding  day on which there was a sale of such stock.  If there
               is no  market  price  for the  Common  Stock,  then the  Board of
               Directors and the Committee  may, after taking all relevant facts
               into consideration, determine the fair market value of the Common
               Stock.

     (e)  <U>Exercise  of  Options</U>.  To the extent that a holder of an Option has a
          current  right to exercise,  the Option may be exercised  from time to
          time by  written  notice  to the  Company  at its  principal  place of
          business. Such notice shall state the election to exercise the Option,
          the number of whole shares in respect of which it is being  exercised,
          shall be signed by the person or persons so exercising the Option, and
          shall contain any investment  representation  required by Section 8(i)
          hereof.  Such  notice  shall be  accompanied  by  payment  of the full
          purchase price of such shares and by the Option  Agreement  evidencing
          the Option. In addition,  if the Option shall be exercised pursuant to
          Section  8(c)(4)  or Section  8(c)(5)  hereof by any person or persons
          other than the  optionee,  such notice  shall also be  accompanied  by
          appropriate  proof of the right of such  person or persons to exercise
          the Option.  The Company shall deliver a certificate  or  certificates
          representing  such shares as soon as  practicable  after the aforesaid
          notice and payment of such shares shall be received.  The  certificate
          or certificates  for the shares as to which the Option shall have been
          so exercised  shall be registered in the name of the person or persons
          so  exercising  the  Option.  In the  event  the  Option  shall not be
          exercised in full, the Secretary of the Company shall endorse or cause
          to be endorsed on the Option  Agreement the number of shares which has
          been  exercised  thereunder  and the  number  of shares  that  remains
          exercisable  under the Option and return such Option  Agreement to the
          holder thereof.

     (f)  <U>Nontransferability  of Options</U>. An Option granted pursuant to the Plan
          shall be  exercisable  only by the  optionee or the  optionee's  court
          appointed  guardian as set forth in Section  8(c)(4) hereof during the
          optionee's lifetime and shall not be assignable or transferable by the
          optionee otherwise than by Will, the laws of descent and distribution,
          or as permitted by the rules and  regulations  of the  Securities  and
          Exchange Commission.  An Option granted pursuant to the Plan shall not
          be assigned,  pledged or hypothecated in any way (whether by operation
          of law or  otherwise  other  than by  Will,  the laws of  descent  and
          distribution,  or as  permitted  by the rules and  regulations  of the
          Securities  and  Exchange  Commission)  and  shall not be  subject  to
          execution,  attachment,  or similar process.  Any attempted  transfer,
          assignment, pledge, hypothecation,  or other disposition of any Option
          or  of  any  rights  granted  thereunder  contrary  to  the  foregoing
          provisions  of this Section  8(f),  or the levy of any  attachment  or
          similar process upon an Option or such rights, shall be null and void.

     (g)  <U>Limitations  on 10%  Shareholders</U>.  If required  by law or  regulation
          applicable  to the Company,  no Incentive  Option may be granted under
          the Plan to any  individual  who,  immediately  before such  Incentive
          Option was granted, would own more than ten percent (10%) of the total
          combined  voting power or value of all classes of stock of the Company
          ("10% Shareholder")  unless (i) such Incentive Option is granted at an
          option price not less than one hundred ten percent  (110%) of the fair
          market value of the shares on the day the Incentive  Option is granted
          and (ii) such  Incentive  Option expires on a date not later than five
          (5) years from the date the Incentive Option is granted.

     (h)  <U>Compliance with  Securities  Laws</U>. The Plan and the grant and exercise
          of  the  rights  to  purchase  shares  hereunder,  and  the  Company's
          obligations  to sell and deliver shares upon the exercise of rights to
          purchase shares,  shall be subject to all applicable federal,  foreign
          and state laws,  rules and  regulations,  and to such approvals by any
          regulatory  or  governmental  agency as may, in the opinion of counsel
          for the  Company,  be  required,  and  shall  also be  subject  to all
          applicable  rules and regulations of any stock exchange upon which the
          Common  Stock  of the  Company  may  then be  listed.  At the  time of
          exercise  of any Option,  the  Company  may  require  the  optionee to
          execute any  documents  or take any action which may then be necessary
          to comply with the  Securities  Act of 1933,  as amended  ("Securities
          Act"), and the rules and regulations  promulgated  thereunder,  or any
          other  applicable  federal  or  state  laws  regulating  the  sale and
          issuance of  securities,  and the Company may, if it deems  necessary,
          include  provisions  in the stock  option  agreements  to assure  such
          compliance.   The  Company  may,   from  time  to  time,   change  its
          requirements  with  respect to enforcing  compliance  with federal and
          state  securities  laws,  including the request for and enforcement of
          letters of investment  intent,  such  requirements to be determined by
          the Company in its  judgment as necessary  to assure  compliance  with
          said laws.  Such  changes may be made with  respect to any  particular
          Option or stock issued upon  exercise  thereof.  Without  limiting the
          generality  of  the  foregoing,  if the  Common  Stock  issuable  upon
          exercise of an Option granted under the Plan is not  registered  under
          the  Securities  Act,  the Company at the time of exercise may require
          that  the   registered   owner   execute  and  deliver  an  investment
          representation  agreement  to the  Company in form  acceptable  to the
          Company  and its  counsel,  and the  Company may place a legend on the
          certificate  evidencing  such Common  Stock  restricting  the transfer
          thereof, which legend shall be substantially as follows:

          THE SHARES OF COMMON STOCK  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT
          BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY
          APPLICABLE STATE SECURITIES LAW BUT HAVE BEEN ACQUIRED FOR THE PRIVATE
          INVESTMENT  OF THE  HOLDER  HEREOF  AND  MAY NOT BE  OFFERED,  SOLD OR
          TRANSFERRED  UNTIL  EITHER  (i) A  REGISTRATION  STATEMENT  UNDER SUCH
          SECURITIES ACT OR SUCH  APPLICABLE  STATE  SECURITIES  LAWS SHALL HAVE
          BECOME  EFFECTIVE WITH REGARD THERETO,  OR (ii) THE COMPANY SHALL HAVE
          RECEIVED  AN OPINION  OF COUNSEL  ACCEPTABLE  TO THE  COMPANY  AND ITS
          COUNSEL THAT REGISTRATION UNDER SUCH SECURITIES ACT OR SUCH APPLICABLE
          STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
          OFFER, SALE OR TRANSFER.

     (i)  <U>Additional Provisions</U>.  The Option Agreement authorized under the Plan
          shall  contain  such  other  provisions  as the  Committee  shall deem
          advisable,  including,  without  limitation,   restrictions  upon  the
          exercise of the Option.  Any such Option  Agreement with respect to an
          Incentive Option shall contain such limitations and restrictions  upon
          the  exercise of the  Incentive  Option as shall be necessary in order
          that the  Option  will be an  "Incentive  Stock  Option" as defined in
          Section 422 of the Code.

<A NAME="medium"></A>
9.   <U>Medium and Time of Payment</U>.  The purchase price of the shares of the Common
     Stock as to which  the  Option  shall  be  exercised  shall be paid in full
     either (i) in cash at the time of exercise of the Option, (ii) by tendering
     to the Company  shares of the  Company's  Common Stock having a fair market
     value (as of the date of receipt of such  shares by the  Company)  equal to
     the purchase price for the number of shares of Common Stock  purchased,  or
     (iii)  partly in cash and partly in shares of the  Company's  Common  Stock
     valued at fair market value as of the date of receipt of such shares by the
     Company.  Cash  payment for the shares of the Common Stock  purchased  upon
     exercise of the Option  shall be in the form of either a  cashier's  check,
     certified check or money order. Personal checks may be submitted,  but will
     not be considered  as payment for the shares of the Common Stock  purchased
     and no certificate  for such shares will be issued until the personal check
     clears in normal  banking  channels.  If a personal  check is not paid upon
     presentment by the Company,  then the attempted exercise of the Option will
     be null and void. In the event the optionee tenders shares of the Company's
     Common  Stock in full or partial  payment  for the shares  being  purchased
     pursuant to the  Option,  the shares of Common  Stock so tendered  shall be
     accompanied by fully executed stock powers endorsed in favor of the Company
     with the  signature  on such stock power being  guaranteed.  If an optionee
     tenders shares,  such optionee assumes sole and full responsibility for the
     tax consequences, if any, to such optionee arising therefrom, including the
     possible application of Code Section 424(c), or its successor Code section,
     which  negates  any  nonrecognition  of income  rule with  respect  to such
     transferred  shares, if such transferred  shares have not been held for the
     minimum statutory holding period to receive preferential tax treatment.

<A NAME="rights"></A>
10.  <U>Rights as a Shareholder</U>.  The holder of an Option shall have no rights as a
     shareholder  with respect to the shares covered by the Option until the due
     exercise  of the  Option  and the  date of  issuance  of one or more  stock
     certificates  to such holder for such shares.  No adjustment  shall be made
     for dividends  (ordinary or extraordinary,  whether in cash,  securities or
     other property) or  distributions or other rights for which the record date
     is prior to the date such stock  certificate is issued,  except as provided
     in Section 12 hereof.

<A NAME="optionees"></A>
11.  <U>Optionee's  Agreement to Serve</U>. Each employee receiving an Option shall, as
     one of the terms of the Option  Agreement,  agree that such  employee  will
     remain in the employ of the Company or Subsidiary  for a period of at least
     one (1) year from the date on which the  Option  shall be  granted  to such
     employee, and that such employee will, during such employment,  devote such
     employee's  time,  energy,  and skill to the  service  of the  Company or a
     Subsidiary  as may  be  required  by the  management  thereof,  subject  to
     vacations, sick leaves, and military absences. Such employment,  subject to
     the provisions of any written  contract between the Company or a Subsidiary
     and such  employee,  shall be at the  pleasure of the Board of Directors of
     the Company or a Subsidiary,  and at such  compensation as the Company or a
     Subsidiary shall reasonably  determine.  Any termination of such employee's
     employment  during the period which the employee has agreed pursuant to the
     foregoing  provisions  of this Section 11 to remain in  employment  that is
     either for cause or voluntary on the part of the employee shall be deemed a
     violation by the  employee of such  employee's  agreement.  In the event of
     such violation,  any Option or Options held by such employee, to the extent
     not theretofore  exercised,  shall forthwith  terminate,  unless  otherwise
     determined by the Committee.  Notwithstanding  the  preceding,  neither the
     action of the Company in establishing  the Plan nor any action taken by the
     Company, a Subsidiary or the Committee under the provisions hereof shall be
     construed  as granting  the optionee the right to be retained in the employ
     of the Company or a  Subsidiary,  or to limit or restrict  the right of the
     Company or a Subsidiary,  as applicable, to terminate the employment of any
     employee of the Company or a Subsidiary, with or without cause.

<A NAME="adjustments"></A>
12.  <U>Adjustments on Changes in Capitalization</U>.

     (a)  <U>Changes  in  Capitalization</U>.  The  number of  shares  of Common  Stock
          covered by the Plan,  the number of shares of Common Stock  covered by
          each  outstanding  Option  and the  exercise  price per share  thereof
          specified  in each such Option shall be  proportionately  adjusted for
          any  increase  or  decrease  in the number of issued  shares of Common
          Stock of the Company  resulting from a subdivision or consolidation of
          shares or the  payment  of a stock  dividend  (but only on the  Common
          Stock) or any  other  increase  or  decrease  in the  number of shares
          effected  without  receipt of  consideration  by the Company after the
          date the Option is granted,  so that upon exercise of the Option,  the
          optionee  shall  receive the same number of shares the optionee  would
          have received had the optionee  been the holder of all shares  subject
          to such optionee's outstanding Option immediately before the effective
          date of such change in the number of issued shares of the Common Stock
          of the Company.

     (b)  <U>Reorganization,   Dissolution   or   Liquidation</U>.   A  dissolution  or
          liquidation of the Company or a merger or  consolidation  in which the
          Company is not the surviving  corporation shall cause each outstanding
          Option to terminate as of a date to be fixed by the  Committee  (which
          date  shall  be as of or  prior  to the  effective  date  of any  such
          dissolution or liquidation or merger or consolidation); provided, that
          not less than thirty (30) days written  notice of the date so fixed as
          such  termination  date  shall  be given  to each  optionee,  and each
          optionee shall, in such event, have the right,  during the said period
          of thirty (30) days preceding such termination  date, to exercise such
          optionee's Option in whole or in part in the manner herein set forth.

     (c)  <U>Change in Par Value</U>.  In the event of a change in the Common  Stock of
          the Company as  presently  constituted,  which  change is limited to a
          change of all of its  authorized  shares  with par value into the same
          number of shares with a different par value or without par value,  the
          shares  resulting  from any  change  shall be deemed to be the  Common
          Stock within the meaning of the Plan.

     (d)  <U>Notice of Adjustments</U>. To the extent that the adjustments set forth in
          the  foregoing  paragraphs  of this  Section  12  relate  to  stock or
          securities of the Company, such adjustments,  if any, shall be made by
          the  Committee,  whose  determination  in that respect shall be final,
          binding and  conclusive,  provided that each Incentive  Option granted
          pursuant  to this Plan shall not be  adjusted  in a manner that causes
          the  Incentive  Option to fail to continue to qualify as an "Incentive
          Stock  Option"  within the  meaning of  Section  422 of the Code.  The
          Company  shall  give  timely  notice of any  adjustments  made to each
          holder of an Option  under  this  Plan and such  adjustments  shall be
          effective and binding on the optionee.

     (e)  <U>Effect  Upon  Holder  of  Option</U>.  Except  as  hereinbefore  expressly
          provided  in this  Section  12, the holder of an Option  shall have no
          rights by  reason of any  subdivision  or  consolidation  of shares of
          stock of any class or the  payment of any stock  dividend or any other
          increase  or decrease in the number of shares of stock of any class by
          reason of any dissolution,  liquidation,  merger,  reorganization,  or
          consolidation,  or spin-off of assets or stock of another corporation.
          Any  issue  by the  Company  of  shares  of  stock  of any  class,  or
          securities  convertible  into shares of stock of any class,  shall not
          affect, and no adjustment by reason thereof shall be made with respect
          to,  the  number or price of shares of  Common  Stock  subject  to the
          Option.   Without  limiting  the  generality  of  the  foregoing,   no
          adjustment shall be made with respect to the number or price of shares
          subject to any Option granted  hereunder upon the occurrence of any of
          the following events:

          (1)  The grant or exercise of any other  options  which may be granted
               or exercised  under any  qualified or  nonqualified  stock option
               plan or under any other  employee  benefit  plan of the  Company,
               whether or not such options were outstanding on the date of grant
               of the Option or thereafter granted;
          (2)  The sale of any shares of Common Stock in the  Company's  initial
               or any subsequent public offering, including, without limitation,
               shares sold upon the exercise of any overallotment option granted
               to the underwriter in connection with such offering;
          (3)  The issuance, sale or exercise of any warrants to purchase shares
               of Common Stock, whether or not such warrants were outstanding on
               the date of grant of the Option or thereafter issued;
          (4)  The  issuance  or sale  of  rights,  promissory  notes  or  other
               securities  convertible into shares of Common Stock in accordance
               with the  terms of such  securities  ("Convertible  Securities"),
               whether or not such  Convertible  Securities were  outstanding on
               the date of grant of the  Option  or were  thereafter  issued  or
               sold;
          (5)  The issuance or sale of Common Stock upon  conversion or exchange
               of any Convertible  Securities,  whether or not any adjustment in
               the  purchase  price  was made or  required  to be made  upon the
               issuance or sale of such  Convertible  Securities  and whether or
               not such  Convertible  Securities were outstanding on the date of
               grant of the Option or were thereafter issued or sold; or
          (6)  Upon any  amendment  to or change  in the terms of any  rights or
               warrants  to  subscribe  for or  purchase,  or  options  for  the
               purchase of,  Common Stock or  Convertible  Securities  or in the
               terms of any Convertible Securities,  including,  but not limited
               to,  any  extension  of any  expiration  date of any such  right,
               warrant or option,  any change in any exercise or purchase  price
               provided for in any such right,  warrant or option, any extension
               of  any  date  through  which  any  Convertible   Securities  are
               convertible  into or exchangeable  for Common Stock or any change
               in the rate at which any  Convertible  Securities are convertible
               into or exchangeable for Common Stock.

     (f)  <U>Right of Company to Make Adjustments</U>.  The grant of an Option pursuant
          to the Plan  shall  not  affect  in any way the  right or power of the
          Company to make adjustments,  reclassifications,  reorganizations,  or
          changes  of its  capital  or  business  structure  or to  merge  or to
          consolidate or to dissolve,  liquidate or sell, or transfer all or any
          part of its business or assets.

<A NAME="investment"></A>

13.  <U>Investment  Purpose</U>.  Each  Option  under the Plan  shall be granted on the
     condition that the purchase of the shares of stock  thereunder shall be for
     investment  purposes,  and  not  with a view  to  resale  or  distribution;
     provided,  however,  that in the event the shares of stock  subject to such
     Option are registered  under the Securities Act or in the event a resale of
     such  shares  of  stock  without  such  registration   would  otherwise  be
     permissible,  such  condition  shall be  inoperative  if in the  opinion of
     counsel for the Company such condition is not required under the Securities
     Act or any other  applicable law,  regulation,  or rule of any governmental
     agency.

<A NAME="no"></A>

14.  <U>No Obligation to Exercise Option</U>. The granting of an Option shall impose no
     obligation upon the optionee to exercise such Option.

<A NAME="modification"></A>

15.  <U>Modification,  Extension  and Renewal of Options</U>.  Subject to the terms and
     conditions  and within the  limitations  of the Plan, the Committee and the
     Board of Directors may modify,  extend or renew outstanding Options granted
     under the Plan,  or accept the  surrender  of  outstanding  Options (to the
     extent not  theretofore  exercised).  Notwithstanding  the  foregoing,  the
     Company  may not  modify any  outstanding  Options so as to specify a lower
     price nor accept the  surrender of  outstanding  Options and  authorize the
     granting of new Options in substitution  therefor specifying a lower price.
     Further,  no  modification  of an Option shall,  without the consent of the
     optionee,  alter or impair  any  rights  or  obligations  under any  Option
     theretofore granted under the Plan.

<A NAME="effective"></A>

16.  <U>Effective Date of the Plan</U>. The Plan shall become  effective on the date of
     execution  hereof,  which date is the date the Board of Directors  approved
     and adopted the Plan ("Effective Date").

<A NAME="termination"></A>

17.  <U>Termination of the Plan</U>.  This Plan shall terminate as of the expiration of
     ten (10) years from the Effective  Date.  Options may be granted under this
     Plan at any time and from time to time prior to its termination. Any Option
     outstanding  under the Plan at the time of its termination  shall remain in
     effect until the Option shall have been exercised or shall have expired.

<A NAME="amendment"></A>

18.  <U>Amendment of the Plan</U>.  The Plan may be terminated at any time by the Board
     of  Directors of the  Company.  The Board of Directors  may at any time and
     from time to time without obtaining the approval of the Shareholders of the
     Company or a Subsidiary,  modify or amend the Plan  (including such form of
     Option  Agreement as  hereinabove  mentioned)  in such respects as it shall
     deem advisable in order that the Incentive  Options  granted under the Plan
     shall be "Incentive Stock Options" as defined in Section 422 of the Code or
     to conform to any change in the law,  or in any other  respect  which shall
     not  change:  (a) the  maximum  number of shares for which  Options  may be
     granted under the Plan, except as provided in Section 12 hereof; or (b) the
     periods  during  which  Options  may be  granted or  exercised;  or (c) the
     provisions  relating to the  determination of persons to whom Options shall
     be granted and the number of shares to be covered by such  Options;  or (d)
     the  provisions  relating  to  adjustments  to  be  made  upon  changes  in
     capitalization.  The  termination or any  modification  or amendment of the
     Plan shall not,  without the consent of the person to whom any Option shall
     theretofore have been granted,  affect that person's rights under an Option
     theretofore  granted to such person. With the consent of the person to whom
     such Option was granted,  an outstanding  Option may be modified or amended
     by the Committee in such manner as it may deem  appropriate  and consistent
     with the requirements and purpose of this Plan applicable to the grant of a
     new Option on the date of modification or amendment.

<A NAME="withholding"></A>

19.  <U>Withholding</U>.  Whenever an optionee shall recognize compensation income as a
     result of the exercise of any Option  granted under the Plan,  the optionee
     shall remit in cash to the  Company or  Subsidiary  the  minimum  amount of
     federal income and employment tax withholding, if any, which the Company or
     Subsidiary  is  required  to remit to the United  States  Internal  Revenue
     Service in accordance  with the then current  provisions  of the Code.  The
     full   amount  of  such   withholding   shall  be  paid  by  the   optionee
     simultaneously with the award or exercise of an Option, as applicable.

<A NAME="indemnification"></A>

20.  <U>Indemnification  of  Committee</U>.   In  addition  to  such  other  rights  of
     indemnification  as  they  may  have  as  Directors  or as  members  of the
     Committee, the members of the Committee shall be indemnified by the Company
     against the reasonable  expenses,  including  attorneys'  fees actually and
     necessarily  incurred in connection with the defense of any action, suit or
     proceedings, or in connection with any appeal therein, to which they or any
     of them may be a party by  reason of any  action  taken or  failure  to act
     under or in connection with the Plan or any Option granted thereunder,  and
     against all  amounts  paid by them in  settlement  thereof  (provided  such
     settlement  is  approved  by  independent  legal  counsel  selected  by the
     Company) or paid by them in  satisfaction of a judgment in any such action,
     suit or  proceeding,  except in relation to matters as to which it shall be
     adjudged in such action,  suit or proceeding that such Committee  member is
     liable for gross negligence or wilful  misconduct in the performance of his
     duties;  provided that within sixty (60) days after institution of any such
     action,  suit or  proceeding a Committee  member shall in writing offer the
     Company the opportunity, at its own expense, to pursue and defend the same.

<A NAME="application"></A>

21.  <U>Application of Funds</U>. The proceeds received by the Company from the sale of
     Common Stock pursuant to Options granted hereunder will be used for general
     corporate purposes.

<A NAME="governing"></A>

22.  <U>Governing  Law</U>.  This Plan shall be governed by and construed in accordance
     with the laws of the jurisdiction of incorporation of the Company.


         EXECUTED effective this ____ day of August, 2004.

                                                         MESA LABORATORIES, INC.



                                                         By:

                                                         Luke R. Schmieder
                                                         President


ATTEST:







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<PRE>
                            ANDREW N. BERNSTEIN, P.C.
                                 ATTORNEY AT LAW
                           5445 DTC PARKWAY, SUITE 520
                        GREENWOOD VILLAGE, COLORADO 80111
                            TELEPHONE (303) 770-7131
                            FACSIMILE (303) 770-7332
                                                                     Exhibit 5.1

                                                  February 18, 2005


Mesa Laboratories, Inc.
12100 West Sixth Avenue
Lakewood, Colorado 80228

Re:      Mesa Laboratories, Inc.
         The Amended 1999 Stock Compensation Plan
         Registration Statement on Form S-8

Gentlemen:

We have acted as  securities  counsel for Mesa  Laboratories,  Inc.,  a Colorado
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of 1933,  as amended  (the  "Act"),  of an  aggregate of 200,000
additional  shares (the  "Shares") of the common  stock,  no par value per share
(the "Common  Stock"),  of the Company  under the  Company's  Amended 1999 Stock
Compensation Plan (the "Plan") for officers,  directors,  employees and advisors
of the Company.

A registration statement on Form S-8 (the "Registration Statement") covering the
issuance and sale of the Shares from time to time upon exercise of stock options
pursuant  to the Plan will on or about this date be filed under the Act with the
Securities  and  Exchange   Commission  (the  "Commission").   In  addition,   a
registration statement on Form S-8, File Number 333-48556, covering the issuance
and sale of 300,000  shares  from time to time upon  exercise  of stock  options
pursuant to the Plan was filed with the Commission  under the Act on October 25,
2000.

In  connection  with  this  opinion,  we have  examined  and are  familiar  with
originals or copies,  certified or otherwise identified to our satisfaction,  of
(i) the Articles of  Incorporation  and the Bylaws of the Company,  (ii) certain
resolutions  of  the  Board  of  Directors  of  the  Company   relating  to  the
registration of the Shares, (iii) the Registration Statement, (iv) the Plan, and
(v) such other documents as we have deemed necessary or appropriate as bases for
the  opinion  set  forth  below.  In  such  examination,  we  have  assumed  the
genuineness  of all  signatures,  the legal  capacity  of natural  persons,  the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any
facts  material to this  opinion  which we did not  independently  establish  or
verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.

Members  of our  firm  are  admitted  to the  practice  of law in the  State  of
Colorado, and we express no opinion as to the laws of any other jurisdiction.

Based upon and subject to the  foregoing,  we are of the opinion that the Shares
registered  pursuant to the  Registration  Statement  have been duly and validly
authorized  and reserved for issuance by the Company and, when sold,  issued and
delivered in the manner and for the consideration described in the Plan, will be
validly issued, fully paid and nonassessable under Colorado law.

This opinion is furnished to you solely for your benefit in connection  with the
filing of the Registration Statement and is not to be used,  circulated,  quoted
or  otherwise  referred  to for any other  purpose  without  our  prior  written
consent.  Notwithstanding the foregoing, we hereby consent to the filing of this
opinion with the  Commission as Exhibit 5.1 to the  Registration  Statement.  We
also consent to the reference to our firm under the caption  "Legal  Matters" in
the Registration Statement. In giving this consent, we do not thereby admit that
we are  included in the  category  of persons  whose  consent is required  under
Section 7 of the Act or the rules and regulations of the Commission.

                                                 Very truly yours,

                                                 /s/ ANDREW N. BERNSTEIN, P.C.

                                                 Andrew N. Bernstein, P.C.

ANB/prr




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                         Consent of Independent Auditor





We consent to the  incorporation by reference in the  Registration  Statement of
Mesa Laboratories, Inc. on Form S-8 of our report dated April 28, 2004, included
in the Annual  Report on Form  10-KSB of Mesa  Laboratories,  Inc.  for the year
ended  March 31,  2004.

We also  consent  to the  reference  to our firm in this  Prospectus  under  the
caption "Experts".


                                          <U>/s/Ehrhardt Keefe Steiner &amp; Hottman PC</U>
                                             Ehrhardt Keefe Steiner &amp; Hottman PC



February 17, 2005

Denver, Colorado
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