S-8

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________________

FORM S-8

REGISTRATION STATEMENT
Under
The Securities Act of 1933

WINMARK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota	41-1622691
(State or Other Juris- diction of Incorporation or Organization)	(I.R.S. Employer Identification Number)
4200 Dahlberg Drive, Suite 100
Minneapolis, MN 55422-4837
(Address of principal executive offices) (Zip Code)
Stock Option Plan for Nonemployee Directors
(Full Title of the Plan)
Mark T. Hooley, Esq.
4200 Dahlberg Drive, Suite 100
Minneapolis, Minnesota 55422-4837
(763) 520-8500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel A. Yarano, Esq.
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, Minnesota 55402-1425

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee
Options to Purchase Common Stock under the Stock Option Plan for Nonemployee Directors	Indefinite	$	0.00	$		0.00	$	0.00
Common Stock issuable upon exercise of options granted under the Stock Option Plan for Nonemployee Directors Plan	100,000 shares	$	26.385	$	2,638,500		$	334.30
TOTAL:							$	334.30

(1)In addition, pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and any additional securities which may become issuable pursuant to anti-dilution provisions of the plan.

(2)Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee and based upon the average of the high and low prices of the Registrant’s Common Stock on November 4,  2004.

The purpose of this Registration Statement is to register additional shares for issuance under the Registrant’s Stock Option Plan for Nonemployee Director Plan.  The contents of the Registrant’s Registration Statement on Form S-8, Reg. No. 33-85972 are incorporated herein by reference.

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the 9^th day of November, 2004.

WINMARK CORPORATION
(the “Registrant”)
By	/s/ John L. Morgan
		John L. Morgan
		Chief Executive Officer

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

(Power of Attorney)

Each of the undersigned constitutes and appoints John L. Morgan and Mark T. Hooley his/her true and lawful attorney-in-fact and agent, each acting alone, with full powers of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign the Form S-8 Registration Statement of Winmark Corporation relating to the Company’s Stock Option Plan for Nonemployee Directors and any or all amendments or post-effective amendments to the Form S-8 Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title	Date
/s/ John L. Morgan	Chairman of the Board and Chief Executive	November 9, 2004
John L. Morgan	Officer(principal executive officer)
/s/ Stephen M. Briggs	President, Chief Operating Officer and	November 9, 2004
Stephen M. Briggs	Director
/s/ Brett D. Heffes	Chief Financial Officer and Treasurer	November 9, 2004
Brett D. Heffes	(principal financial officer)
/s/ Kirk A. MacKenzie		November 9, 2004
Kirk A. MacKenzie	Vice Chairman and Director
/s/ William D. Dunlap, Jr.		November 9, 2004
William D. Dunlap, Jr.	Director
/s/ Jenele C. Grassle		November 9, 2004
Jenele C. Grassle	Director
/s/ Paul C. Reyelts		November 9, 2004
Paul C. Reyelts	Director
/s/ Mark L. Wilson		November 9, 2004
Mark L. Wilson	Director

3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

WINMARK CORPORATION

Form S-8 Registration Statement

EXHIBIT INDEX

Exhibit Number	Exhibit Description
5	Opinion and Consent of counsel re securities under the Plan
23.1	Consent of counsel (See Exhibit 5)
23.2	Consent of independent accountants
24	Power of attorney (See Signature Page)

4

EX-5

EXHIBIT 5

FREDRIKSON & BYRON, P.A.

200 South Sixth Street, Suite 4000

Minneapolis, Minnesota  55402-1425

Telephone:  (612) 492-7000

Facsimile:  (612) 492-7077

November 9, 2004

Winmark Corporation

4200 Dahlberg Drive

Minneapolis, MN  55422-4837

Re:  Registration Statement on Form S-8

Ladies/Gentlemen:

We are acting as corporate counsel to Winmark Corporation (the “Company”) in connection with the original registration by the Company on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”) of options and 100,000 shares (the “Shares”) of Common Stock issuable pursuant to the Company’s Stock Option Plan for Nonemployee Directors (the “Plan”).

In acting as such counsel and for the purpose of rendering this opinion, we have reviewed copies of the following, as presented to us by the Company:

1.The Company’s Articles of Incorporation, as amended.

2.The Company’s Bylaws, as amended.

3.Certain corporate resolutions adopted by the Board of Directors and shareholders of the Company pertaining to the adoption and approval of the Plan and the increase in the number of shares reserved for issuance thereunder.

4.The Plan.

5.The Registration Statement.

Based on, and subject to, the foregoing and upon representations and information provided by the Company or its officers or directors, it is our opinion as of this date that:

1.The Shares are validly authorized by the Company’s Articles of Incorporation, as amended.

2.Upon issuance and delivery of the Shares against receipt by the Company of the consideration for the Shares pursuant to the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

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

Very truly yours,
FREDRIKSON & BYRON, P.A.
By	/s/ Daniel A. Yarano
	Daniel A. Yarano

2

EX-23.2

EXHIBIT 23.2

The Board of Directors

Winmark Corporation:

We hereby consent to the incorporation by reference in this form S-8 Registration Statement of our report dated February 6, 2004, on the consolidated financial statements of Winmark Corporation (the “Registrant”), which report and statements appear, or are incorporated by reference, in the Registrant’s annual Report on Form 10-K for the year ended December 27, 2003.

(signed) KPMG LLP

Minneapolis, Minnesota

November 9, 2004