S-8

As filed with the Securities and Exchange Commission on June 8, 2001

Registration No. 333-______

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

ROCHESTER MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota	41-1613227
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

One Rochester Medical Drive
Stewartville, Minnesota 55976	55976
(Address of principal executive offices)	(Zip Code)

ROCHESTER MEDICAL CORPORATION
2001 STOCK INCENTIVE PLAN
(Full title of the plan)

Anthony J. Conway	Copy to:
Chief Executive Officer	Jonathan B. Abram
Rochester Medical Corporation	Dorsey & Whitney LLP
One Rochester Medical Drive	Pillsbury Center South
Stewartville, Minnesota 55976	220 South Sixth Street
(Name and address of agent for servic	Minneapolis, Minnesota 55402-1498

(507) 533-9600
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be Registered(1)	Proposed maximum offering price per share(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee
Common Stock	500,000 shares	$ 6.22	$ 3,110,000	$ 778
($.01 par value)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) and (c) under the Securities Act of 1933, as amended. The proposed maximum offering price is based upon the average of the high and low selling prices of such Common Stock as quoted on the Nasdaq National Market on June 6, 2001 for the 500,000 shares of such Common Stock issuable pursuant to the Rochester Medical Corporation 2001 Stock Incentive Plan.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents which have been filed with the Securities and Exchange Commission (the “Commission”) by Rochester Medical Corporation (the “Company”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a) The Company’s annual report on Form 10-K for the fiscal year ended September 30, 2000, filed with the Commission on December 20, 2000;

(b) The Company’s quarterly reports on Form 10-Q for the quarterly periods ended December 31, 2000 and March 31, 2001, filed with the Commission on February 13, 2001 and May 14, 2001, respectively; and

(c) The description of the Company’s Common Stock contained in Item 1 of the Registration Statement on Form 8-A filed December 10, 1990, and any amendment or report filed for the purpose of updating such description filed subsequent to the date of this Registration Statement on Form S-8 and prior to the termination of the offering described herein.

          All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof 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 remaining unsold shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or part of which is 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 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.

ITEM 4. DESCRIPTION OF SECURITIES.

         The description of the Company’s Common Stock to be offered pursuant to this Registration Statement has been incorporated by reference into this Registration Statement as described in Item 3 of this Part II.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 302A.521 of the Minnesota Statutes provides that a corporation shall indemnify any person made or threatened to be made a party to a proceeding by reason of the former or present official capacity of such person against judgments, penalties, fines (including, without limitation, excise taxes assessed against such person with respect to any employee benefit plan), settlements and reasonable expenses, including attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if, with respect to the acts or omissions of such person complained of in the proceeding, such person (1) has not been indemnified therefor by another organization or employee benefit plan for the same judgments, penalties or fines; (2) acted in good faith; (3) received no improper personal benefit and Section 302A.255 (with respect to director conflicts of interest), if applicable, has been satisfied; (4) in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful; and (5) in the case of acts or omissions in such person’s official capacity for the corporation, reasonably believed that the conduct was in the best interests of the corporation, or in the case of acts or omissions

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in such person’s official capacity for other affiliated organizations, reasonably believed that the conduct was not opposed to the best interests of the corporation. Section 302A.521 also requires payment by a corporation, upon written request, of reasonable expenses in advance of final disposition of the proceeding in certain instances. A decision as to required indemnification is made by a disinterested majority of the Board of Directors present at a meeting at which a disinterested quorum is present, or by a designated committee of the Board, by special legal counsel, by the shareholders or by a court.

         Minnesota law and the Company’s Bylaws provide that the Company shall, under certain circumstances and subject to certain limitations, indemnify any person made or threatened to be made a party to a proceeding by reason of that person’s former or present official capacity with the Company against judgments, penalties, fines, settlements and reasonable expenses. Any such person is also entitled, subject to certain limitations, to payment or reimbursement of reasonable expenses in advance of the final disposition of the proceeding.

         The Company maintains a policy of directors’ and officers’ liability insurance that insures the Company’s directors and officers against the cost of defense, settlement or payment of a judgment under certain circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8. EXHIBITS.

  4.1 Rochester Medical Corporation 2001 Stock Incentive Plan.

  5.1 Opinion and Consent of Dorsey & Whitney LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1 Power of Attorney.

ITEM 9. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

           (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

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

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

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above will not apply if the Registration Statement is on Form S-3, Form S-8, or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.

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

            (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (b)     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing of an employee benefits plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

           (c)     Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefor, 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 other 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 Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act, 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 Stewartville, State of Minnesota, on the 8^th day of June, 2001.

ROCHESTER MEDICAL CORPORATION

By: /s/ Anthony J. Conway

Anthony J. Conway

Chief Executive Officer

        Pursuant to the requirements of the Securities Act, this Registration Statement has been signed on the 8^th day of June, 2001, by the following persons in the capacities and on the date indicated.

Signature Title

/s/ Anthony J. Conway	Chairman of the Board, Chief Executive Officer and Director
Anthony J. Conway	(principal executive officer)
/s/ David A. Jonas	Chief Financial Officer, Treasurer and Director of Operations
David A. Jonas	(principal financial officer and principal accounting officer)
*	Vice President, Production Technologies, and Director
Philip J. Conway
*	Vice President, Research and Development, and Director
Richard D. Fryar
*	Director
Darnell L. Boehm
*	Director
Peter R. Conway
*	Director
Roger W. Schnobrich
	Director
Benson F. Smith

*By:    /s/ David A. Jonas      

        David A. Jonas   

        Attorney-in-Fact

EXHIBIT INDEX

Exhibit Page

  4.1 Rochester Medical Corporation 2001 Stock Incentive Plan.

  5.1 Opinion and Consent of Dorsey & Whitney LLP.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).

24.1 Power of Attorney.

EX-4

                                                                     EXHIBIT 4.1


                          ROCHESTER MEDICAL CORPORATION
                            2001 STOCK INCENTIVE PLAN


SECTION 1.  PURPOSE OF THE PLAN.

         This Plan shall be known as the "Rochester Medical Corporation 2001
Stock Incentive Plan" and is hereinafter referred to as the "Plan." The purpose
of this Plan is to promote the interests of the Company and its shareholders by
aiding in maintaining and developing employees, officers, consultants,
independent contractors and non-employee directors capable of assuring the
future success of Rochester Medical Corporation, a Minnesota corporation (the
"Company"), to offer such persons additional incentives to put forth maximum
efforts for the success of the business, and to afford them an opportunity to
acquire a proprietary interest in the Company through stock options as provided
herein. Options granted under this Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422 of the United
States Internal Revenue Code of 1986, as amended (the "Code"), or options which
do not qualify as Incentive Stock Options.

SECTION 2.  STOCK SUBJECT TO THE PLAN.

         (a) Subject to adjustment as provided in Section 11, the maximum number
of shares granted as shares on which options may be exercised under this Plan
shall be 500,000 shares (the "Shares") of the Company's common stock, par value
$.01 per share (the "Common Stock"), and the maximum number of Shares available
for granting Incentive Stock Options under this Plan shall not exceed 500,000,
subject to adjustment as provided in Section 11 and subject to the provisions of
Section 422 or 424 of the Code or any successor provision. The Shares shall be
authorized but unissued shares of Common Stock. If an option or restricted stock
grant under this Plan expires or for any reason is terminated or expires
unexercised with respect to any Shares, such Shares shall again be available for
options or restricted stock awards thereafter granted during the term of this
Plan.

         (b) No person may be granted any award or awards under this Plan, the
value of which is based solely on an increase in the value of the Shares after
the date of grant, for more than 50,000 Shares (subject to adjustment as
provided for in Section 11) in the aggregate in any calendar year. The foregoing
annual limitation specifically includes the grant of any award or awards
representing "qualified performance-based compensation" within the meaning of
Section 162(m) of the Code.

SECTION 3.  ADMINISTRATION OF PLAN.

         (a) This Plan shall be administered by the Board of Directors of the
Company or a committee of two or more directors of the Company. The members of
such committee shall be appointed by and serve at the pleasure of the Board of
Directors. Such committee shall consist of not less than that number of
directors that shall be required to permit options or restricted stock granted
under this Plan to qualify under Rule 16b-3 (or any successor rule or
regulation) promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended, each of whom shall be a
"Non-Employee Director" within the meaning of such Rule. If the Company is
subject to Section 162(m) of the Code, the Company expects to have this Plan
administered in accordance with the requirements for the award of "qualified
performance-based compensation" within the meaning of such Section and each
member of such Committee shall be an "outside director" within the meaning of
such Section. If any such committee is established, the Board of Directors may,
at any time and from time to time, without any further action of such committee,
exercise the powers and duties of such committee under this Plan. The group
administering this Plan at any time shall be referred to herein as the
"Committee."

         (b) The Committee shall have plenary authority in its discretion, but
subject to the express provisions of this Plan, (i) to determine the persons to
whom and the time or times at which options shall be granted and the


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number of Shares to be subject to each option, (ii) to determine the purchase
price of the Shares covered by each option, (iii) to determine the terms and
conditions of each option, (iv) to accelerate the time at which all or any part
of an option may be exercised, (v) to amend or modify the terms of any option
with the consent of the holder of the option, (vi) to interpret this Plan, (vii)
to prescribe, amend and rescind rules and regulations relating to this Plan,
(viii) to determine the terms and provisions of each option agreement with
respect to options granted under this Plan (which agreements need not be
identical), including the designation of those options intended to be Incentive
Stock Options, and (ix) to make all other determinations necessary or advisable
for the administration of this Plan, subject to the exclusive authority of the
Board of Directors under Section 13 to amend or terminate this Plan. The
Committee's determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be final and
conclusive.

         (c) The Committee shall select one of its members as its Chair and
shall hold its meetings at such times and places as it may determine. A majority
of its members shall constitute a quorum. All determinations of the Committee
shall be made by not less than a majority of its members. Any decision or
determination that is set forth in a written document and signed by all of the
members of the Committee shall be fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
Secretary and may make such rules and regulations for the conduct of its
business as it shall deem advisable.

SECTION 4.  ELIGIBILITY.

         Incentive Stock Options may only be granted under this Plan to any full
or part-time employee (which term as used herein includes, but is not limited
to, officers and directors who are also employees) of the Company and of its
present and future subsidiary corporations (herein called "subsidiaries") that
qualify as "subsidiary corporations" of the Company within the meaning of
Section 424(f) of the Code or any successor provision. Full and part-time
employees of the Company and its subsidiaries, members of the Board of Directors
of the Company or one of its subsidiaries who are not also employees thereof,
and consultants or independent contractors providing valuable services to the
Company or one of its subsidiaries who are not also employees thereof shall be
eligible to receive options which do not qualify as Incentive Stock Options and
to receive grants of restricted stock. In determining the persons to whom
options or restricted stock grants shall be granted and the number of Shares
subject to each option or grant, the Committee may take into account the nature
of services rendered by the respective persons, their present and potential
contributions to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant. A person who has been granted
an option or restricted stock grant under this Plan may be granted an additional
options or restricted stock grants under this Plan if the Committee shall so
determine; provided, however, that to the extent the aggregate fair market value
(determined at the time the Incentive Stock Option is granted) of the Shares
with respect to which all Incentive Stock Options are exercisable for the first
time by an employee during any calendar year (under all plans described in
Section 422 of the Code of his or her employer corporation and its parent and
subsidiary corporations described in Section 424(e) or 424(f) of the Code)
exceeds $100,000, such options shall be treated as options which do not qualify
as Incentive Stock Options.

SECTION 5.  OPTION GRANTS.

         (a) Subject to the provisions of Section 8, the option price for all
Incentive Stock Options granted under this Plan shall be determined by the
Committee but shall not be less than 100% of the fair market value of the Shares
at the date of granting of such option. The option price for options granted
under this Plan which do not qualify as Incentive Stock Options shall also be
determined by the Committee. For purposes of the preceding sentence and for all
other valuation purposes under this Plan, the fair market value of the Shares
shall be as reasonably determined by the Committee. If on the date of grant of
any option granted under this Plan, the Shares are not publicly traded, the
Committee shall make a good faith attempt to satisfy the option price
requirement of this Section 6 and in connection therewith shall take such action
as it deems necessary or advisable.

         (b) Each option and all rights and obligations thereunder shall expire
on the date determined by the Committee and specified in the option agreement.
The Committee shall be under no duty to provide terms of like


                                       2



duration for options granted under this Plan, but the term of an Incentive Stock
Option may not extend more than ten (10) years from the date of granting of such
option and the term of options granted under this Plan which do not qualify as
Incentive Stock Options may not extend more than ten (10) years from the date of
granting of such option.

         (c) Options shall be granted for no cash consideration or for such
minimal cash consideration as may be required by applicable law.

(iv) Incentive Stock Options. Notwithstanding anything in the Plan to the
contrary, the following additional provisions shall apply to the grant of stock
options which are intended to qualify as Incentive Stock Options:

                           (A) The aggregate Fair Market Value (determined as of
                  the time the option is granted) of the Shares with respect to
                  which Incentive Stock Options are exercisable for the first
                  time by any participant during any calendar year (under this
                  Plan and all other plans of the Company and its Affiliates)
                  shall not exceed $100,000.

                           (B) All Incentive Stock Options must be granted
                  within ten years from the earlier of the date on which this
                  Plan was adopted by Board of Directors or the date this Plan
                  was approved by the shareholders of the Company.

                           (C) Unless sooner exercised, all Incentive Stock
                  Options shall expire and no longer be exercisable no later
                  than 10 years after the date of grant; provided, however, that
                  in the case of a grant of an Incentive Stock Option to a
                  participant who, at the time such Option is granted, owns
                  (within the meaning of Section 422 of the Code) stock
                  possessing more than 10% of the total combined voting power of
                  all classes of stock of the Company or of its Affiliate, such
                  Incentive Stock Option shall expire and no longer be
                  exercisable no later than 5 years from the date of grant.

                           (D) The purchase price per Share for an Incentive
                  Stock Option shall be not less than 100% of the Fair Market
                  Value of a Share on the date of grant of the Incentive Stock
                  Option; provided, however, that, in the case of the grant of
                  an Incentive Stock Option to a participant who, at the time
                  such Option is granted, owns (within the meaning of Section
                  422 of the Code) stock possessing more than 10% of the total
                  combined voting power of all classes of stock of the Company
                  or of its Affiliate, the purchase price per Share purchasable
                  under an Incentive Stock Option shall be not less than 110% of
                  the Fair Market Value of a Share on the date of grant of the
                  Inventive Stock Option.

                           (E) Any Incentive Stock Option authorized under the
                  Plan shall contain such other provisions as the Committee
                  shall deem advisable, but shall in all events be consistent
                  with and contain all provisions required in order to qualify
                  the Option as an Incentive Stock Option.

SECTION 6.  OPTION EXERCISE.

         (a) The Committee shall have full and complete authority to determine
whether the option will be exercisable in full at any time or from time to time
during the term of the option, or to provide for the exercise thereof in such
installments, upon the occurrence of such events and at such times during the
term of the option as the Committee may determine.

         (b) The exercise of any option granted hereunder shall only be
effective at such time that the sale of Shares pursuant to such exercise will
not violate any applicable domestic or foreign securities or other laws.


                                       3



         (c) An optionee electing to exercise an option shall give written
notice to the Company of such election and of the number of Shares subject to
such exercise. The full purchase price of such Shares shall be tendered with
such notice of exercise. Payment shall be made to the Company either in cash
(including check, bank draft or money order), or, at the discretion of the
Committee, (i) by delivery of the optionee's promissory note, which shall
provide for interest at a rate not less than the minimum rate required to avoid
the imputation of income, original issue discount or a below-market-rate loan
pursuant to Sections 483, 1274 or 7872 of the Code or any successor provisions
thereto, (ii) by delivering certificates for shares of Common Stock already
owned by the optionee having a fair market value equal to the full purchase
price of the Shares, or (iii) any combination of cash, promissory notes and
shares of Common Stock; provided, however, that an optionee shall not be
entitled to tender shares of Common Stock pursuant to successive, substantially
simultaneous exercises of options granted under this or any other stock option
plan of the Company. The fair market value of such tendered shares of Common
Stock shall be determined as provided in Section 6. Until such person has been
issued a certificate or certificates for the Shares subject to such exercise, he
or she shall possess no rights as a shareholder with respect to such Shares.

SECTION 7.  ADDITIONAL RESTRICTIONS.

         All Shares or other securities delivered under this Plan pursuant to
any option or restricted stock grant or the exercise thereof shall be subject to
such restrictions as the Committee may deem advisable under this Plan,
applicable federal or state securities laws and regulatory requirements, which
restrictions shall be contained in the agreement relating to the option or
restricted stock grant. The Committee shall cause appropriate entries to be made
or legends to be affixed to certificates representing the Shares to reflect such
restrictions. If any securities of the Company are traded on a securities
exchange, the Company shall not be required to deliver any Shares or other
securities covered by an option or restricted stock grant unless and until such
Shares or other securities have been admitted for trading on such securities
exchange.

SECTION 8.  TEN PERCENT SHAREHOLDER RULE.

         Notwithstanding any other provision in this Plan, if at the time an
option is otherwise to be granted pursuant to this Plan the optionee owns
directly or indirectly (within the meaning of Section 424(d) of the Code) shares
of common stock of the Company possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company or its parent
or subsidiary corporations (within the meaning of Section 424(e) or 424(f) of
the Code), if any, then any Incentive Stock Option to be granted to such
optionee pursuant to this Plan shall satisfy the requirements of Section
422(c)(7) of the Code, the option price shall be not less than 110% of the fair
market value of the Shares determined as described herein, and such option by
its terms shall not be exercisable after the expiration of five (5) years from
the date such option is granted.

SECTION 9.  NON-TRANSFERABILITY.

         No option granted under this Plan and no right under any such option
shall be transferable by the recipient otherwise than by will or by the laws of
descent and distribution. During the lifetime of an optionee, an option shall be
exercisable only by such optionee. No option granted under this Plan or right
under any such option may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Company or any affiliate.

SECTION 10.  ADJUSTMENTS.

         If the Committee shall determine that, as the result of any change in
the Common Stock through merger, consolidation, reorganization,
recapitalization, stock dividend (of whatever amount), stock split or other
similar corporate transaction or change in the corporate structure of the
Company, adjustments in this Plan and outstanding


                                       4



options would be appropriate to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under this Plan, then the
Committee shall make such adjustments in this Plan and outstanding options as it
may deem equitable. In the event of any such changes, adjustments shall include,
where appropriate, changes in the number and type of Shares subject to this Plan
and the number and type of Shares and the price per Share subject to outstanding
options.

SECTION 11. INCOME TAX WITHHOLDING; TAX BONUSES.

         (a) In order to comply with all applicable domestic or foreign income
tax laws or regulations, the Company may take such action as it deems
appropriate to ensure that all applicable federal, state or local payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of the person receiving the option under this Plan, are withheld
or collected from such person. In order to assist the recipient in paying all or
a portion of the federal, state or local taxes to be withheld or collected upon
exercise or receipt of (or the lapse of restrictions relating to) an option or
restricted stock, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the recipient to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise of such option
with a fair market value equal to the amount of such taxes, or (ii) delivering
to the Company shares of Common Stock other than Shares issuable upon exercise
of such option with a fair market value equal to the amount of such taxes. The
fair market value of shares of Common Stock shall be determined in accordance
with Section 5. The election, if any, must be made on or before the date that
the amount of tax to be withheld is determined.

         (b) The Committee, in its discretion, shall have the authority, at the
time of grant of any option under this Plan or at any time thereafter, to
approve cash bonuses to designated recipients to be paid upon their exercise of
the option in order to provide funds to pay all or a portion of federal, state
or local taxes due as a result of such exercise. The Committee shall have full
authority in its discretion to determine the amount of any such tax bonus.

SECTION 12.  AMENDMENT AND TERMINATION.

         (a) The Company's Board of Directors may amend, alter, suspend,
discontinue or terminate this Plan at any time; provided, however, that
notwithstanding any other provision of this Plan or any option agreement,
without the approval of the shareholders of the Company, no such amendment,
alteration, suspension, discontinuation or termination shall be made that,
absent such approval (i) would violate the rules or regulations of any
securities exchange that are applicable to the Company; or (ii) would cause the
Company to be unable, under the Code, to grant Incentive Stock Options under
this Plan.

         (b) The Committee may waive any conditions of or rights of the Company
under any outstanding option, prospectively or retroactively. Except as
otherwise provided herein or in the option agreement, the Committee may not
amend, alter, suspend, discontinue or terminate any outstanding option,
prospectively or retroactively, if such action would adversely affect the rights
of the holder of such option or restricted stock, without the consent of the
holder or beneficiary thereof.

         (c) The Committee may correct any defect, supply any omission or
reconcile any inconsistency in this Plan or any option agreement in the manner
and to the extent it shall deem desirable to carry this Plan into effect.

SECTION 13.  TIME OF GRANTING.

           The granting of an option pursuant to this Plan shall be effective
only if a written agreement shall have been duly executed and delivered by and
on behalf of the Company and the person to whom such option is granted. Nothing
contained in this Plan or in any resolution adopted or to be adopted by the
Board of Directors or by the shareholders of the Company, and no action taken by
the Committee or the Board of Directors (other than the execution and delivery
of such an agreement), shall constitute the granting of an option hereunder.


                                       5



SECTION 14. NO RIGHT TO AWARDS; NO GUARANTY OF CONTINUED SERVICE OR FUTURE
BENEFITS.

         (a) No person shall have any claim to be granted any option under this
Plan, and there is no obligation for uniformity of treatment of employees,
directors, consultants, independent contracts or holders or beneficiaries of
options under this Plan. The terms and conditions of options need not be the
same with respect to any recipient or with respect to different recipients.

         (b) Nothing in this Plan or in any agreement hereunder shall confer on
any employee, director, consultant or independent contractor any right to
continue in the employ or service of the Company or any of its subsidiaries or
affect in any way the right of the Company or any of its subsidiaries to
terminate any such person's employment or other services at any time, with or
without cause. In addition, the Company or an affiliate may at any time
terminate the employment or service of an employee, director, consultant or
independent contractor free from any liability or any claim under this Plan or
any award or agreement with respect to an option or restricted stock grant
hereunder, unless otherwise expressly provided in this Plan or in any such
agreement.

         (c) Options shall be granted under this Plan in the sole discretion of
the Board of Directors or the Committee and will not form part of the
recipient's salary or entitle the recipient to similar option grants in the
future.

SECTION 15.  GENERAL PROVISIONS

         (a) Nothing in this Plan shall prevent the Company or any affiliate
from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.

         (b) The validity, construction and effect of this Plan or any option
agreement hereunder, and any rules and regulations relating to this Plan or any
option agreement hereunder, shall be determined in accordance with the laws of
the State of Minnesota.

         (c) If any provision of this Plan or any option agreement hereunder is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify this Plan or any option agreement hereunder
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of this Plan or the option agreement
hereunder, such provision shall be stricken as to such jurisdiction or option
agreement, and the remainder of this Plan or any such agreement shall remain in
full force and effect.

         (d) Neither this Plan nor any option hereunder shall create or be
construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any affiliate of the Company and a recipient
or any other person.

         (e) No fractional Shares shall be issued or delivered pursuant to this
Plan or any option hereunder, and the Committee shall determine whether cash
shall be paid in lieu of any fractional Shares or whether such fractional Shares
or any rights thereto shall be canceled, terminated or otherwise eliminated.

         (f) Headings are given to the Sections and subsections of this Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
this Plan or any provision hereof.


                                       6



SECTION 16.  EFFECTIVE DATE AND TERMINATION OF PLAN.

         (a) This Plan shall be effective as of February 8, 2001 (the date of
its adoption by the Board of Directors and the shareholders of the Company).

         (b) Unless this Plan shall have been discontinued as provided in
Section 12 above, this Plan shall terminate on February 8, 2011. No option may
be granted after such termination, but termination of this Plan shall not,
without the consent of the recipient, alter or impair any rights or obligations
under any option theretofore granted.

EX-5

                                                                     EXHIBIT 5.1



                      [Letterhead of Dorsey & Whitney LLP]








Rochester Medical Corporation
One Rochester Medical Drive
Stewartville, Minnesota 55976

                  Re: Registration Statement on Form S-8

Ladies and Gentlemen:

                  We have acted as counsel to Rochester Medical Corporation, a
Minnesota corporation (the "Company"), and have advised 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 500,000 shares (the "Shares") of common
stock, par value $.01 per share, of the Company ("Common Stock") issuable under
the Rochester Medical Corporation 2001 Stock Incentive Plan (the "Plan").

                  We have examined such documents and have reviewed such
questions of law as we have considered necessary and appropriate for the
purposes of our opinion set forth below.

                  In rendering our opinion 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 and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinion, 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 Plan, 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 on Form S-8 of the Company relating to the Shares.


Dated: June 8, 2001                      Very truly yours,


                                        /s/ Dorsey & Whitney LLP

JBA

EX-23

                                                                    EXHIBIT 23.1


                         Consent of Independent Auditors


We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Rochester Medical Corporation 2001 Stock Incentive Plan
of our report dated October 20, 2000, with respect to the financial statements
and schedule of Rochester Medical Corporation included in its Annual Report
(Form 10-K) for the year ended September 30, 2000, filed with the Securities and
Exchange Commission.

                                                          /s/ Ernst & Young LLP

Minneapolis, Minnesota
June 1, 2001

EX-24

                                                                    EXHIBIT 24.1


                                POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Anthony J. Conway and David A.
Jonas (each with full power to act alone), his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a Registration
Statement on Form S-8 and any or all amendments (including post-effective
amendments) thereto, with respect to the Rochester Medical Corporation 2001
Stock Incentive Plan, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their or his substitutes, may
lawfully do or cause to be done by virtue hereof.



           Signature                                  Title                                           Date
           ---------                                  -----                                           ----
                                                                                            
/s/ Anthony J. Conway             Chairman of the Board, Chief Executive                          June 1, 2001
- ------------------------------    Officer, President, Secretary and Director
     Anthony J. Conway            (PRINCIPAL EXECUTIVE OFFICER)


/s/ David A. Jonas                Chief Financial Officer, Treasurer and Director of Operations   June 1, 2001
- ------------------------------    (PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL
     David A. Jonas               ACCOUNTING OFFICER)


/s/ Philip J. Conway              Vice President, Production Technologies and
- ------------------------------    Director                                                        June 1, 2001
     Philip J. Conway


/s/ Richard D. Fryar              Vice President, Research and Development and
- ------------------------------    Director                                                        June 1, 2001
     Richard D. Fryar


/s/ Darnell L. Boehm              Director                                                        June 1, 2001
- ------------------------------
     Darnell L. Boehm


/s/ Peter R. Conway               Director                                                        June 1, 2001
- ------------------------------
     Peter R. Conway


/s/ Roger W. Schnobrich           Director                                                        June 1, 2001
- ------------------------------
     Roger W. Schnobrich


                                  Director                                                        ______, 2001
- ------------------------------
     Benson F. Smith