# As filed with the
Securities and Exchange Commission on August 24, 2005

Registration
No. 333-___





# UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

_________________

# FORM S-8REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF
1933

_________________

Nature Vision, Inc.(Exact Name of
Registrant as Specified in Its Charter)

|MINNESOTA                                                     | 41-0831186                            
|------------------------------------------------------------- | --------------------------------------
|(State or Other Jurisdictionof Incorporation or Organization) | (I.R.S. EmployerIdentification Number)

_________________

213 NW 4thStreetBrainerd, Minnesota 56401Telephone: (218) 825-0733
(Address, Including Zip Code, and Telephone Number of Principal Executive Offices)

Amended and Restated2004 Stock Incentive Plan
(Full Title of the Plan)

_________________

|Jeffrey P. ZernovPresident and Chief Executive Officer
Nature Vision, Inc.213 NW 4th StreetBrainerd, Minnesota 56401Telephone: (218) 825-0733 | J.C. AndersonRick HauserGray Plant Mooty
500 IDS Center80 South Eighth StreetMinneapolis, MN 55402
|--------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------
|(Name, Address, including Zip Code,
and Telephone Number, including Area Code,of Agent for Service)                                           | Telephone: (612) 632-3000Facsimile: (612) 632-4444                                                





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# CALCULATION OF
REGISTRATION FEE

|Title of Securities to be Registered | Amount to be Registered(1) | Proposed MaximumOffering PricePer Share(2) | Proposed MaximumAggregate OfferingPrice(2) | Amount ofRegistration Fee
|------------------------------------ | -------------------------- | ------------------------------------------ | ------------------------------------------ | -------------------------
|Common Stock, $.16 par value         | 160,000 shares             | $5.85                                      | $936,000                                   | $111                     

|(1) |  | This
Registration  Statement also covers an indeterminate number of additional shares
that may be  necessary  to adjust the  number of shares  reserved  for  issuance
pursuant to the Amended and Restated 2004 Stock  Incentive Plan as the result of
any future stock dividend,  stock split or similar adjustment to the outstanding
common stock.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Estimated
solely for the purpose of determining the registration fee pursuant to Rule 457,
paragraphs  (c) and (h),  under  the  Securities  Act.  The  calculation  of the
registration fee is based upon a per share price of $5.85,  which represents the
last sale  reported for such stock in the Nasdaq  SmallCap  Market on August 19,
2005.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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# EXPLANATORY NOTE

Nature
Vision, Inc. (Nature Vision or the Company) is filing this
Registration Statement on Form S-8 for the purpose of registering, in accordance with
General Instruction E of Form S-8, an additional 160,000 shares of the Companys
common stock, par value $0.16, to be issued under the Companys Amended and Restated
2004 Stock Incentive Plan, as approved by the Companys shareholders at the annual
meeting on June 3, 2005. The contents of the Companys previously filed Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on September 3,
2004 (File No. 333-118789), is hereby incorporated by reference in its entirety, including
the exhibits to such Registration Statement.

# PART IIINFORMATION REQUIRED
IN THE REGISTRATION STATEMENT

|ITEM 3. |  | INCORPORATION OF DOCUMENTS BY REFERENCE.
|------- |  | ----------------------------------------

The
following documents filed by Nature Vision with the Securities and Exchange Commission
(the Commission) are incorporated by reference into this Registration
Statement:

- Our Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2004.
- All other reports filed by Nature Vision pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the Exchange Act), since the end of the
fiscal year covered by the annual report referred to in (a) above.
- The description of our common
stock, par value $.16, contained in our Registration Statement on Form 8-A.

All
documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein and to be a
part hereof from the date of filing such documents.

|ITEM 4. |  | DESCRIPTION OF SECURITIES.
|------- |  | --------------------------

Not
Applicable.

|ITEM 5. |  | INTERESTS OF NAMED EXPERTS AND COUNSEL.
|------- |  | ---------------------------------------

Not Applicable.

|ITEM 6. |  | INDEMNIFICATION OF DIRECTORS AND OFFICERS.
|------- |  | ------------------------------------------

Section
302A.521 of the Minnesota Business Corporation Act provides that a corporation shall
indemnify any person who is made or is threatened to be made a party to any proceeding by
reason of the former or present official capacity (as defined) 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; (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)

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reasonably believed that the conduct
was in the best interests of the corporation in the case of acts or omissions in such
persons official capacity for the corporation or reasonably believed that the
conduct was not opposed to the best interests of the corporation in the case of acts or
omissions in such persons official capacity for other affiliated organizations.
Proceeding means a threatened, pending or completed civil, criminal,
administrative, arbitration or investigative proceeding, including one by or in the right
of the corporation.

Our
bylaws provide for the indemnification of such persons, for such expenses and liabilities,
in such manner, under such circumstances and to such extent as permitted by Section
302A.521 of the Minnesota Business Corporation Act.

|ITEM 7. |  | EXEMPTION FROM REGISTRATION CLAIMED.
|------- |  | ------------------------------------

Not
Applicable.

|ITEM 8. |  | EXHIBITS.
|------- |  | ---------

See Exhibit
Index attached hereto.

|ITEM 9. |  | UNDERTAKINGS.
|------- |  | -------------

|(a) |  | Regulation
S-B, Item 512(a) Undertaking: The small business issuer will:
|--- |  | ------------------------------------------------------------------------

| | (1) |  | File,
during  any  period  in which it offers or sells  securities,  a  post-effective
amendment to this  registration  statement to include any additional or material
information on the plan of distribution.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) |  | For
determining  liability under the Securities Act, treat each such  post-effective
amendment as a new  registration  statement of the securities  offered,  and the
offering  of the  securities  at that time  shall be  deemed  to be the  initial
bona fide offering.
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) |  | File
a  post-effective  amendment to remove from  registration  any of the securities
that remain unsold at the end of the offering.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Regulation
S-B, Item 512(e)  Undertaking:  Insofar as  indemnification  for liabilities
arising under the Securities Act of 1933 (the  Act) may be permitted
to directors,  officers and  controlling  persons of the small  business  issuer
pursuant to the foregoing  provisions,  or otherwise,  the small business issuer
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  small  business  issuer of
expenses  incurred or paid by a director,  officer or controlling  person of the
small  business  issuer  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 small business issuer 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 Brainerd, State of Minnesota on August 23, 2005.

NATURE VISION, INC. 


By: /s/ Jeffrey P. Zernov
       Jeffrey P. Zernov
       Its: President and Chief Executive Officer


KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints Jeffrey P. Zernov and Michael R. Day, and each of them, 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 any and all
amendments (including post-effective amendments) to this 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, and each of them, full powers and authority to do and perform each and every act
and things 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 substitute or 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 and on the date indicated:

|/s/ Jeffrey P. Zernov  |  |  | President, Chief Executive Officer and director(Principal Executive Officer) |  |  | August 23, 2005 |  | 
|---------------------- |  |  | ---------------------------------------------------------------------------- |  |  | --------------- |  | 
|                      
|Jeffrey P. Zernov      |  |  |                                                                              |  | 
|                       |  | 
|                      
|/s/ Michael R. Day     |  |  | Chief Financial Officer(Principal Financial andAccounting Officer)           |  |  | August 23, 2005 |  | 
|                      
|Michael R. Day         |  |  |                                                                              |  | 
|                       |  |  |                                                                              |  | 
|                      
|/s/ Richard P. Kiphart |  |  | Director                                                                     |  |  | August 23, 2005 |  | 
|                      
|Richard P. Kiphart     |  | 
|                      
|/s/ Scott S. Meyers    |  |  | Director                                                                     |  |  | August 23, 2005 |  | 
|                      
|Scott S. Myers         |  | 
|                      
|/s/ Curtis A. Sampson  |  |  | Director                                                                     |  |  | August 23, 2005 |  | 
|                      
|Curtis A. Sampson      |  | 
|                      
|/s/ Thomas F. Leahy    |  |  | Director                                                                     |  |  | August 23, 2005 |  | 
|                      
|Thomas F. Leahy        |  | 
|                      
|/s/ Steve Shanesy      |  |  | Director                                                                     |  |  | August 23, 2005 |  | 
|                      
|Steve Shanesy          |  | 

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# EXHIBIT INDEX

|Exhibit No. |  | Description
|----------- |  | -----------

|4.1 |  | Amended
and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to our
Quarterly  Report on Form 10-QSB for the quarter ended June
30, 2005 (File No. 0-7475)).
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5.1 |  | Opinion
of Gray, Plant, Mooty, Mooty & Bennett, P.A. (filed herewith)
|--- |  | ---------------------------------------------------------------------

|23.1 |  | Consent
of Gray, Plant, Mooty, Mooty & Bennett, P.A. (included in Exhibit 5.1)
|---- |  | ------------------------------------------------------------------------------

|23.2 |  | Consent
of Virchow, Krause & Company, LLP (filed herewith)
|---- |  | ----------------------------------------------------------

|24.1 |  | Power
of Attorney (see Signature Page)
|---- |  | --------------------------------------

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