<SUBMISSION>
<ACCESSION-NUMBER>0001045969-01-501054
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010907
<EFFECTIVENESS-DATE>20010907
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>DIAMETRICS MEDICAL INC
<CIK>0000895380
<ASSIGNED-SIC>3845
<IRS-NUMBER>411663185
<STATE-OF-INCORPORATION>MN
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-69094
<FILM-NUMBER>1733186
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2658 PATTON RD
<CITY>ROSEVILLE
<STATE>MN
<ZIP>55113
<PHONE>6516398035
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2658 PATTON ROAD
<CITY>ROSEVILLE
<STATE>MN
<ZIP>55113
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>ds8.txt
<DESCRIPTION>FORM S-8
<TEXT>
<PAGE>

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

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

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

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

                            Diametrics Medical, Inc.
             (Exact name of registrant as specified in its charter)

                 Minnesota                                  41-1663185
       (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                  Identification No.)

                                2658 Patton Road
                           Roseville, Minnesota 55113
          (Address, including Zip Code, of Principal Executive Offices)


                            Diametrics Medical, Inc.
                             1990 Stock Option Plan
                        1993 Directors' Stock Option Plan
                        1995 Employee Stock Purchase Plan
                            (full title of the plans)


                                David T. Giddings
                             Chief Executive Officer
                                2658 Patton Road
                           Roseville, Minnesota 55113
                     (Name and address of agent for service)


                                 (651) 639-8035
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
                                                         Proposed
              Title of                                   Maximum            Proposed
          Securities to be             Amount to be    Offering Price   Maximum Aggregate           Amount of
             Registered                Registered (1)  per Share (2)    Offering Price (2)       Registration Fee
    -----------------------------      --------------  -------------    ------------------       ----------------
    <S>                                <C>             <C>              <C>                      <C>
    Common Stock, $ .01 par value         900,000          $4.095            $3,685,500                $921
=================================================================================================================
</TABLE>
(1)  The number of shares being registered represents the number of shares of
     Common Stock indicated for each of the following plans in addition to
     shares previously registered under the plans: Diametrics Medical, Inc. 1990
     Stock Option Plan (700,000 shares); Diametrics Medical, Inc. 1993
     Directors' Stock Option Plan (100,000 shares); and Diametrics Medical, Inc.
     1995 Employee Stock Purchase Plan (100,000 shares). Pursuant to Rule 416
     under the Securities Act of 1933, as amended, this registration statement
     shall also cover any additional shares of common stock which become
     issuable under such plans pursuant to their respective antidilution
     provisions.

(2)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(h) and based on the average high and low prices for
     shares of the Company's Common Stock on the Nasdaq National Market on
     September 5, 2001.
<PAGE>

     Pursuant to Section E of the General Instructions to Form S-8, this
Registration Statement relates to the registration of additional shares of
common stock of the Registrant under the Registrant's 1990 Stock Option Plan,
1993 Directors' Stock Option Plan and 1995 Employee Stock Purchase Plan, and
incorporates by reference the following: the Registration Statement on Form S-8
relating to the 1990 Stock Option Plan and 1993 Directors' Stock Option Plan
filed with the Securities and Exchange Commission (the "Commission") on
September 1, 1994 (File No. 33-83572), the Registration Statement on Form S-8
relating to the 1990 Stock Option Plan filed with the Commission on March 28,
1997 (File No. 333-24169), the Registration Statement on Form S-8 relating to
the 1995 Employee Stock Purchase Plan filed with the Commission on March 28,
1997 (File No. 333-24167), and the Registration Statement on Form S-8 relating
to the 1990 Stock Option Plan and the 1993 Directors' Stock Option Plan filed
with the Commission on September 18, 1998 (File No. 333-63687).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  EXHIBITS

      Exhibit
       Number                           Description
       ------                           -----------
        4.1         Articles of Incorporation of the Company, as amended
                    (incorporated by reference to Exhibit 3.1 to the Company's
                    Quarterly Report on Form 10-Q, for the fiscal quarter ended
                    March 31, 1997).

        4.2         Bylaws of the Company, as amended to date (incorporated by
                    reference to Exhibit 3.2 to the Company's Annual Report on
                    Form 10-K, for the year ended December 31, 1999).

        4.3         Form of Certificate for Common Stock (incorporated by
                    reference to the Company's Registration Statement on Form
                    S-1 (File No. 33-78518)).

         5          Opinion of Dorsey & Whitney LLP.

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

       23.2         Consent of KPMG LLP.

        24          Power of Attorney (included on signature page).
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Roseville, State of Minnesota, on September 7, 2001.

                                       DIAMETRICS MEDICAL, INC.


                                       By: /s/ David T. Giddings
                                           -------------------------------------
                                           David T. Giddings
                                           President, Chief Executive Officer
                                           and Chairman

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints David T. Giddings and Laurence L.
Betterley or either of them (with full power to act alone), his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any additional Registration Statement pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and any or all
amendments (including post-effective amendments) to this Registration Statement
on Form S-8, (or Registration Statements, if an additional Registration
Statement is filed pursuant to Rule 462(b)) and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and any necessary state securities
commissions or other agencies, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their or his
substitutes may lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 7th day of September, 2001.

              Name                                    Title
              ----                                    -----

By   /s/ David T. Giddings             President, Chief Executive Officer and
  --------------------------------     Chairman (Principal Executive Officer)
         David T. Giddings

By   /s/ Laurence L. Betterley         Senior Vice President and Chief Financial
  --------------------------------     Officer (Principal Financial Officer)
         Laurence L. Betterley

By   /s/ Jill M. Nussbaum              Corporate Controller (Principal
  --------------------------------     Accounting Officer)
         Jill M. Nussbaum

By   /s/ Gerald L. Cohn
  --------------------------------     Director
         Gerald L. Cohn

By   /s/ Andre de Bruin
  --------------------------------     Director
         Andre de Bruin

By   /s/ Roy S. Johnson
  --------------------------------     Director
         Roy S. Johnson

By   /s/ Mark B. Knudson
  --------------------------------     Director
         Mark B. Knudson, Ph.D.

By   /s/ Carl S. Goldfischer
  --------------------------------     Director
         Carl S. Goldfischer, M.D.
<PAGE>

                                  EXHIBIT INDEX


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

       5         Opinion of Dorsey & Whitney LLP.

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

     23.2        Consent of KPMG LLP.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF DORSEY & WHITNEY LLP
<TEXT>
<PAGE>

                                                                       Exhibit 5


                      [Letterhead of Dorsey & Whitney LLP]



                                September 7, 2001


Diametrics Medical, Inc.
2658 Patton Road
Roseville, MN 55113

     Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to Diametrics Medical, Inc., a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 relating to the sale by the Company from time to time of up to 900,000
shares of Common Stock, $.01 par value per share, of the Company ("the Shares"),
initially issuable pursuant to awards granted under the Company's 1990 Stock
Option Plan, 1993 Directors' Stock Option Plan and 1995 Employee Stock Purchase
Plan (the "Plans").

     We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of the opinions
set forth below. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures and the conformity to
authentic originals of all documents submitted to us as copies. We have also
assumed the legal capacity for all purposes relevant hereto of all natural
persons. As to questions of fact material to our opinions, we have relied upon
certificates of officers of the Company and of public officials.

     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in accordance
with the terms of the Plans, and any relevant agreements thereunder, will be
validly issued, fully paid and nonassessable.

     Our opinions expressed above are limited to the laws of the State of
Minnesota.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,


                                       /s/ Dorsey & Whitney LLP


KLC

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>
<PAGE>

                                                                    Exhibit 23.2


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


The Board of Directors
Diametrics Medical, Inc.:

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report appearing in your Annual Report on Form 10-K for the
fiscal year ended December 31, 2000.

                                       /s/ KPMG LLP


Minneapolis, Minnesota
September 7, 2001

</TEXT>
</DOCUMENT>
</SUBMISSION>
