POLARIS INDUSTRIES INC/MN
8-A12B, 1994-12-16
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


                                   ----------

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                            Polaris Industries Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Minnesota                                         41-1790959
- -----------------------                           ------------------------
(State of incorporation                           (IRS Employer
 or organization)                                 Identification No.)


1225 Highway 169 North
Minneapolis, Minnesota                                 55661
- ------------------------                          --------------
(Address of principal executive offices)          (Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:


                                             Name of each exchange
Title of each class to                       on which each class
   be so registered                          is to be registered
- ----------------------                       ---------------------
Common Stock, $.01 par value                 American Stock Exchange
  per share                                  Pacific Stock Exchange


            SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF
                                    THE ACT:


                                     None
                           ---------------------------
                                (Title of Class)


                                Page 1 of 4 pages
                             Exhibit Index on page 4
<PAGE>

ITEM 1.   DESCRIPTION OF REGISTRANT'S
          SECURITIES TO BE REGISTERED.

          The description of the Registrant's Common Stock, par value $.01 per
share (the "Common Stock"), required by this Item is incorporated by reference
from the "Description of Capital Stock" description on pages 102 to 104 of the
prospectus included as part of the Registrant's Registration Statement on Form
S-4 (No. 33-55769), as filed with the Securities and Exchange Commission on
October 5, 1994, as amended by Amendment No. 1 filed on November 10, 1994, and
as further amended by Amendment No. 2 filed on November 21, 1994, in the form
contained in Amendment No. 2.

ITEM 2.   EXHIBITS.

          Pursuant to Instruction II of the Instructions as to Exhibits for
Registration Statements on Form 8-A, only the documents listed below are filed
as Exhibits to this Registration Statement because no other securities of the
Registrant are registered on the American Stock Exchange and the Pacific Stock
Exchange.  The Registrant will file with the American Stock Exchange and the
Pacific Stock Exchange the documents required by Instruction II to be filed with
those exchanges.

     1.1  Portions, incorporated by reference herein, of the information set
          forth under the caption "Description of Capital Stock" on pages 102 to
          104 of the Registrant's Amendment No. 2 to Registration Statement on
          Form S-4 (No. 33-55769), in the form in which it was filed on November
          21, 1994.

    3.1*  Amendment No. 2 to Registration Statement on Form S-4 (No. 33-55769).

    4.1*  Articles of Incorporation of Polaris Industries Inc., as amended.

    4.2*  By-Laws of Polaris Industries Inc.

    5.1*  Specimen stock certificate of shares of Common Stock of Polaris
          Industries Inc.







____________________

*   Filed only with the Registration Statement on Form 8-A filed with the
    American Stock Exchange and the Pacific Stock Exchange.


                                   Page 2 of 4
<PAGE>

                                    SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



December 16, 1994                  POLARIS INDUSTRIES INC.


                                   By: /s/ John H. Grunewald
                                       ----------------------------------
                                       Name:  John H. Grunewald
                                       Title: Executive Vice President,
                                              Chief Financial Officer
                                              and Secretary


                                   Page 3 of 4
<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number                             Exhibit                                  Page
- -------                            -------                                 -----

1.1         Portions, incorporated by reference herein, of the
            information set forth under the caption "Description of
            Capital Stock" on pages 102 to 104 of the Registrant's
            Amendment No. 2 to Registration Statement on Form S-4
            (No. 33-55769), in the form in which it was filed on
            November 21, 1994.

3.1*        Amendment No. 2 to Registration Statement on Form S-4
            (No. 33-55769).

4.1*        Articles of Incorporation of Polaris Industries Inc., as
            amended.

4.2*        By-Laws of Polaris Industries Inc.

5.1*        Specimen stock certificate for shares of Common Stock.

            __________________

            * Filed only with the Registration Statement on Form 8-A
            filed with the American Stock Exchange and the Pacific
            Stock Exchange.


                                   Page 4 of 4




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