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As filed with the Securities and Exchange Commission on March 28, 2003

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
     

FORM S-8

REGISTRATION STATEMENT
Under
the Securities Exchange Act of 1933

FSI International, Inc.

(Exact name of registrant as specified in its charter)
     
Minnesota
(State or other jurisdiction)
of incorporation		   41-1223238
(IRS Employer
Identification No.)
     
3455 Lyman Boulevard
Chaska, Minnesota		   55318
(Address of principal executive offices)   (Zip Code)

FSI INTERNATIONAL, INC. 1997 OMNIBUS STOCK PLAN
AND
FSI INTERNATIONAL, INC. EMPLOYEES STOCK PURCHASE PLAN

(Full title of the plans)

DONALD S. MITCHELL
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
FSI INTERNATIONAL, INC.
3455 LYMAN BOULEVARD
CHASKA, MINNESOTA 55318

(Name and address of agent for service)

(952) 448-5440

(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(2)		 Proposed
Maximum
Aggregate
Offering Price(2)		 Amount of
Registration Fee
Common Stock,
no par value		 1,650,000
Shares		 $2.42 $3,993,000 $323

(1)   This Registration Statement relates to an additional 1,400,000 shares to be offered under the registrant’s 1997 Omnibus Stock Plan, for which 3,100,000 shares of Common Stock were registered under Registration Statements on Form S-8 (Nos. 333-30675, 333-50991, 333-96275 and 333-61164), and an additional 250,000 shares of Common Stock to be offered under the registrant’s Employees Stock Purchase Plan, for which 2,050,000 shares were registered under Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-50991, 333-96275 and 333-61164).
(2)   Estimated solely for the purpose of the registration fee under Rules 457(c) and (h) (1) under the Securities Act of 1933, based on the average of the high and low sale prices per share of the registrant’s Common Stock on March 26, 2003 as reported on the Nasdaq National Market.

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EXPLANATORY NOTE
EXHIBITS
SIGNATURES
INDEX TO EXHIBITS
EX-5 Opinion and Consent of Faegre & Benson LLP
EX-23.2 Consent of KPMG LLP
EX-24 Powers of Attorney
EX-99.1 1997 Omnibus Stock Plan, as amended
EX-99.2 Employees Stock Purchase Plan, as amended

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,400,000 shares of the registrant’s Common Stock to be issued pursuant to the registrant’s 1997 Omnibus Stock Plan and 250,000 shares of the registrant’s Common Stock to be issued pursuant to the registrant’s Employees Stock Purchase Plan. There are incorporated in this Registration Statement by reference the contents of the registrant’s Registration Statements on Form S-8 (Nos. 33-33647, 33-39920, 33-46296, 33-77852, 333-19677, 333-30675, 333-50991, 333-96275 and 333-61164) related to the plans and amendments thereof, previously filed with the SEC.

EXHIBITS

             
Exhibit   Description        
 
       
5   Opinion of Faegre & Benson LLP.
23.1   Consent of Faegre & Benson LLP (included in Exhibit 5).
23.2   Consent of KPMG LLP.
24   Powers of Attorney of directors and officers.
99.1   FSI International, Inc. 1997 Omnibus Stock Plan, as amended and restated.
99.2   FSI International, Inc. Employees Stock Purchase Plan, as amended and restated.

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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 Chaska, State of Minnesota, on March 28, 2003.

       
  FSI INTERNATIONAL, INC.
 
  By         /s/ Donald S. Mitchell        
Donald S. Mitchell
  Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on March 19, 2003 by the following persons in the capacities indicated:

     
/s/ Donald S. Mitchell
Donald S. Mitchell		   Chairman and Chief Executive Officer
(Principal Executive Officer)
 
/s/ Patricia M. Hollister
Patricia M. Hollister		   Chief Financial Officer
(Principal Financial and Accounting Officer)
 
James A. Bernards
Terrence W. Glarner
Willem D. Maris
Donald S. Mitchell
Krishnamurthy Rajagopal
Charles R. Wofford		   A Majority of the Board of Directors*

*   Patricia M. Hollister, by signing her name hereto, hereby signs this document on behalf of each of the above-named officers or directors of FSI International, Inc. pursuant to powers of attorney duly executed by those persons.
   
  /s/ Patricia M. Hollister
Patricia M. Hollister
Attorney in Fact

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INDEX TO EXHIBITS

                 
Exhibit   Description        
5
   Opinion of Faegre & Benson LLP   Filed Electronically
23.1
   Consent of Faegre & Benson LLP (included in Exhibit 5)        
23.2
   Consent of KPMG LLP   Filed Electronically
24
   Powers of Attorney of directors and officers   Filed Electronically
99.1
   FSI International, Inc. 1997 Omnibus Stock Plan, as   Filed Electronically
 
  
amended and restated
        
99.2
   FSI International, Inc. Employees Stock Purchase   Filed electronically
 
  
Plan, as amended and restated
        

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