SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Frank Tilman Bernhard (Last) (First) (Middle) 4201 WOODLAND ROAD POST OFFICE BOX 69 (Street) CIRCLE PINES MN 55014 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/02/2008	3. Issuer Name and Ticker or Trading Symbol NORTHERN TECHNOLOGIES INTERNATIONAL CORP [ NTI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

	/s/ Matthew Wolsfeld, attorney-in-fact	05/06/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints
G. Patrick Lynch and Matthew C. Wolsfeld,
and each of them signing singly, and with full
power of substituion, to be the undersigned's
true and lawful attorney-in-fact to:

(1) 	Prepare, execute in the undersigned's name
and on the undersigned's behalf, and to submit to
the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto,
and any other documents necessary or appropriate
to obtain codes and passwords enabling the
undersigned to make electronic filings with the
SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, Rule 144 under the
Securities Act of 1933, or any rule or regulation
of the SEC; and

(2)     execute for and on behalf of the undersigned,
in the undersigned's capacity as an officer an
officer and/or director of Northern Technologies
International Corporation, any Form 144 in
accordance with Rule 144 under the Securities
Act of 1933, as amended, and any Form 3, Form 4 or
Form 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, and the
rules and regulations adopted thereunder; and

(3) 	Do and perform any and all acts for and on
behalf of the undersigned which may be necessary
or desirable to complete and execute any such
Form 144, Form 3, Form 4 or Form 5, complete and
execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock
exchange or similar authority; and

(4) 	Take any other action of any type
whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be
of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood
that the documents executed by such attorney-in-fact
on behalf of the undersigned pursuant to this Power
of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such
attorney-in-fact full power and authority to
do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as
the undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this Power
of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not
assuming, nor is Northern Technologies International
Corporation assuming, any of the undersigned's
responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended, or
Form 144 of the Securities Act of 1933, as amended.

This Power of Attorney shall remain in full
force and effect until the undersigned is no longer
required to file Form 144s, Form 3s, Form 4s or
Form 5s with respect to the undersigned's holdings
of and transactions in securities issued by Northern
Technologies International Corporation, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused
this Power of Attorney to be executed as of this
2nd day of May 2008.

/s/ Frank Tilman Bernhard
Signature
Frank Tilman Bernhard
Print Name