<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                        Commission File No._____________

                               SONIC FOUNDRY, INC.


             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                <C>
MARYLAND                                           39-1783372
---------------------------------------------      ------------------------------------
(State or other jurisdiction of incorporation      (I.R.S. Employer Identification No.)
or organization)

1617 Sherman Avenue, Madison, WI 53704             (608) 256-3133
---------------------------------------------      ----------------------------
Address of principal executive offices)            (Issuer's telephone number)
</TABLE>


               Sonic Foundry, Inc. 2001 Deferred Compensation Plan
               ---------------------------------------------------
                              (Full title of plan)


        Rimas P. Buinevicius                                   Copy to:
       Chief Executive Officer                           James R. Stern, Esq.
        1617 Sherman Avenue                                 McBreen & Kopko
         Madison, WI 53704                               20 North Wacker Drive
          (608) 256-3133                                      Suite 2520
 (Name, address, including zip code, and                   Chicago, IL 60606
 telephone number, including area code,                     (312) 332-6405
        of agent for service)


                         Calculation of Registration Fee

<TABLE>
<CAPTION>
===========================================================================================================
                                                           Proposed
                                                           Maximum
          Title of                                        Offering         Aggregate
      Securities to be             Amount to be           Price per        Offering           Amount of
         Registered                 Registered            Share/Note        Price         Registration Fee
===========================================================================================================
<S>                             <C>                    <C>                <C>             <C>
Common Stock,                   400,000 Shares (2)     $400,000           $608,000(3)            $152
$.01 par value per share (1)
===========================================================================================================
Unsecured, subordinated             $1,000,000           100%             $1,000,000 (5)         $250
promissory notes (4)
===========================================================================================================
</TABLE>

(1)      Consists of Shares which may be acquired upon exercise of non-qualified
         options issuable to employees electing to participate in the 2001
         Deferred Compensation Plan.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers additional
         shares of Sonic Foundry, Inc. common stock that may be issued or become
         issuable under the Sonic Foundry, Inc. 2001 Deferred Compensation Plan
         in order to prevent dilution resulting from any stock split, stock
         dividend or similar transaction.

(3)      Computed pursuant to Rule 457(c) and (h) based on the average of the
         high and low prices reported on the Nasdaq Stock Market on November
         15, 2001, which was $1.52.

(4)      The unsecured, subordinated promissory notes represent deferred
         compensation obligations under the Sonic Foundry, Inc. 2001 Deferred
         Compensation Plan.

(5)      Estimated solely for purposes of determining the registration fee.

<PAGE>


                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The information required for this item is included in documents distributed
to each participant in the Sonic Foundry, Inc. 2001 Deferred Compensation Plan
("Participant").


ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -      Our Annual Report on Form 10K and Form 10-K/A for the fiscal year
            ended September 30, 2000;

     -      Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
            December 31, 2000, March 31, 2001 and June 30, 2001;

     -      Our Current Report on Form 8-K filed on October 30, 2001; and

     -      The description of our common stock contained in our Exchange Act
            Registration Statement on Form 8-A, filed April 20, 2000.

                                      II-1


<PAGE>

     You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not required.


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 2000, we paid $227,975 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options and warrants to purchase an additional 180,000 Shares of Common
Stock.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      II-2


<PAGE>

ITEM 8.   EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) that,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1(1) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new Registration Statement relating to the
               securities offered therein, and the offering of the securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's

                                      II-3

<PAGE>

               annual report pursuant to Section 13(a) or 15(d) of the Exchange
               Act that is incorporated by reference in the Registration
               Statement shall be deemed to be a new Registration Statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the Registrant pursuant to the
               foregoing provisions, or otherwise, the Registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Securities Act of 1933 and is, therefore,
               unenforceable. If a claim for indemnification against such
               liabilities (other than the payment by the Registrant of expenses
               incurred or paid by a director, officer or controlling person of
               the Registrant 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
               Registrant 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 of whether such
               indemnification by it is against public policy as expressed in
               the Securities Act of 1933 and will be governed by the final
               adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 19/th/ day of
November, 2001.

                                               Sonic Foundry, Inc.


                                               By: /s/ Rimas Buinevicius
                                                   -----------------------------
                                                   Rimas Buinevicius, Chairman
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rimas Buinevicius and Kenneth Minor as
his true and lawful attorney-in-fact and agent 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

                                      II-4

<PAGE>

thereto and other documents in connection therewith, with the Securities
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
Name                                               Title                                    Date
----                                               -----                                    ----
<S>                                                <C>                                      <C>
/s/ Rimas Buinevicius                              Chairman and Chief                       November 19, 2001
------------------------------------
         Rimas Buinevicius                         Executive Officer
                                                   (Principal Executive Officer)


/s/ Kenneth A. Minor                               Chief Financial Officer                  November 19, 2001
------------------------------------
         Kenneth A. Minor                          (Principal Financial and Accounting
                                                   Officer)


/s/ Monty Schmidt                                  President and Director                   November 19, 2001
------------------------------------
         Monty Schmidt


/s/ Curtis Palmer
------------------------------------
         Curtis Palmer                             Executive Vice President, Chief          November 19, 2001
                                                   Technology Officer and Director


/s/ Frederick H. Kopko, Jr.                        Secretary and Director                   November 19, 2001
------------------------------------
         Frederick H. Kopko, Jr.


/s/ Arnold Pollard                                 Director
------------------------------------
         Arnold Pollard                                                                     November 19, 2001


/s/ David Kleinman                                 Director                                 November 19, 2001
------------------------------------
         David Kleinman
</TABLE>

                                      II-5

<PAGE>


                                INDEX TO EXHIBITS

Page
Item Number
Sequentially

Numbered                            Description
-------------      ------------------------------------------------------------

4.1                Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit No. 3.1 to the Registration
                   Statement on Amendment No. 2 to Form SB-2 dated April 3, 1998
                   (Reg. No. 333-46005) (the "Registration Statement"), and
                   hereby incorporated by reference. *

4.2                Amended and Restated By-Laws of the Registrant filed as
                   Exhibit No. 3.2 to the Registration Statement, and hereby
                   incorporated by reference. *

4.3                Specimen Common Stock Certificate, filed as Exhibit No. 4.1
                   to the Registration Statement, and hereby incorporated by
                   reference. *

4.4                Sonic Foundry, Inc. 2001 Deferred Compensation Plan (x)

4.5                Form of Unsecured Subordinated Promissory Note (x)

5.1                Opinion of McBreen & Kopko as to the legality of the stock
                   registered hereby (x)

23.1               Consent of McBreen & Kopko (included in Exhibit 5)

23.2               Consent of Ernst & Young LLP (x)

24.1               Power of Attorney (contained within Signature Page)


*     incorporated herein by reference
(x)   filed herewith
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 18630}]
{"company-data": {"conformed-name": "SONIC FOUNDRY INC", "cik": "0001029744", "assigned-sic": "7372", "irs-number": "391783372", "state-of-incorporation": "MD", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73892", "film-number": "1798223"}, "business-address": {"street1": "1617 SHERMAN AVE", "city": "MADISON", "state": "WI", "zip": "53704", "phone": "6082563133"}, "mail-address": {"street1": "1617 SHERMAN AVE", "city": "MADISON", "state": "WI", "zip": "53704"}}
SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             Registration Statement

                                      Under

                           The Securities Act of 1933

                        Commission File No._____________

                               SONIC FOUNDRY, INC.

             (Exact name of registrant as specified in its charter)
MARYLAND                                           39-1783372
---------------------------------------------      ------------------------------------
(State or other jurisdiction of incorporation      (I.R.S. Employer Identification No.)
or organization)

1617 Sherman Avenue, Madison, WI 53704             (608) 256-3133
---------------------------------------------      ----------------------------
Address of principal executive offices)            (Issuer's telephone number)
Sonic Foundry, Inc. 2001 Deferred Compensation Plan
               ---------------------------------------------------
                              (Full title of plan)

        Rimas P. Buinevicius                                   Copy to:
       Chief Executive Officer                           James R. Stern, Esq.
        1617 Sherman Avenue                                 McBreen & Kopko
         Madison, WI 53704                               20 North Wacker Drive
          (608) 256-3133                                      Suite 2520
 (Name, address, including zip code, and                   Chicago, IL 60606
 telephone number, including area code,                     (312) 332-6405
        of agent for service)

                         Calculation of Registration Fee
===========================================================================================================
                                                           Proposed
                                                           Maximum
          Title of                                        Offering         Aggregate
      Securities to be             Amount to be           Price per        Offering           Amount of
         Registered                 Registered            Share/Note        Price         Registration Fee
===========================================================================================================
Common Stock,                   400,000 Shares (2)     $400,000           $608,000(3)            $152
$.01 par value per share (1)
===========================================================================================================
Unsecured, subordinated             $1,000,000           100%             $1,000,000 (5)         $250
promissory notes (4)
===========================================================================================================
(1)      Consists of Shares which may be acquired upon exercise of non-qualified
         options issuable to employees electing to participate in the 2001
         Deferred Compensation Plan.

(2)      Pursuant to Rule 416 under the Securities Act of 1933, as amended (the
         "Securities Act"), this Registration Statement also covers additional
         shares of Sonic Foundry, Inc. common stock that may be issued or become
         issuable under the Sonic Foundry, Inc. 2001 Deferred Compensation Plan
         in order to prevent dilution resulting from any stock split, stock
         dividend or similar transaction.

(3)      Computed pursuant to Rule 457(c) and (h) based on the average of the
         high and low prices reported on the Nasdaq Stock Market on November
         15, 2001, which was $1.52.

(4)      The unsecured, subordinated promissory notes represent deferred
         compensation obligations under the Sonic Foundry, Inc. 2001 Deferred
         Compensation Plan.

(5)      Estimated solely for purposes of determining the registration fee.
Part I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION

     The information required for this item is included in documents distributed
to each participant in the Sonic Foundry, Inc. 2001 Deferred Compensation Plan
("Participant").

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

     The information required for this item is included in documents distributed
to each Participant.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to "incorporate by reference" into this prospectus
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information incorporated by reference is
considered to be part of this prospectus, and information that we file with the
SEC in the future and incorporate by reference will automatically update and may
supersede the information contained in this prospectus. We incorporate by
reference the documents listed below and any future filing we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the sale of all the shares covered by this prospectus.

     -      Our Annual Report on Form 10K and Form 10-K/A for the fiscal year
            ended September 30, 2000;

     -      Our Quarterly Reports on Form 10-Q for the fiscal quarters ended
            December 31, 2000, March 31, 2001 and June 30, 2001;

     -      Our Current Report on Form 8-K filed on October 30, 2001; and

     -      The description of our common stock contained in our Exchange Act
            Registration Statement on Form 8-A, filed April 20, 2000.

                                      II-1
You may request free copies of these filings by writing or telephoning us
at the following address: Investor Relations, 1617 Sherman Avenue, Madison,
Wisconsin 53704, telephone (608) 256-3133.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not required.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

     The law firm of McBreen & Kopko will be furnishing an opinion as to the
legality of the Common Stock registered under this Registration Statement.
During fiscal 2000, we paid $227,975 to McBreen & Kopko for legal services.
Frederick H. Kopko, Jr. is a partner of McBreen & Kopko. Mr. Kopko is a director
of the Company and is the beneficial owner of 183,192 shares of Common Stock and
holds options and warrants to purchase an additional 180,000 Shares of Common
Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Our Articles of Incorporation limit the liability of our directors in their
capacity as directors but not in their capacity as officers, to the fullest
extent permitted by the Maryland General Corporation Law or MGCL. Accordingly,
pursuant to the terms of the MGCL as presently in effect, we may indemnify any
director unless it is established that: (i) the act or omission of the director
was material to the matter giving rise to the proceeding and was committed in
bad faith or was the result of active and deliberate dishonesty; (ii) the
director actually received an improper personal benefit in money, property or
services; or (iii) in the case of any criminal proceeding, the director had
reasonable cause to believe that the act or omission was unlawful. In addition,
our Bylaws require us to indemnify each person who is or was, a director,
officer, employee or agent of ours to the fullest extent permitted by the laws
of the State of Maryland in the event he is involved in legal proceedings by
reason of the fact that he is or was a director, officer, employee or agent of
ours, or is or was serving at our request as a director, officer, employee or
agent of another corporation, partnership or other enterprise. We may also
advance to such persons expenses incurred in defending a proceeding to which
indemnification might apply, upon terms and conditions, if any, deemed
appropriate by the Board of Directors upon receipt of an undertaking by or on
behalf of such director or officer to repay all such advanced amounts if it is
ultimately determined that he is not entitled to be indemnified as authorized by
the laws of the State of Maryland. In addition, we carry director and officer
liability insurance.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

                                      II-2
ITEM 8.   EXHIBITS

     The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.

ITEM 9.   UNDERTAKINGS

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this Registration Statement;

               (i)   To include any prospectus required by Section 10(a)(3) of
                     the Securities Act of 1933;

               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of the Registration Statement (or
                     the most recent post-effective amendment thereof) that,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in the Registration
                     Statement; and

               (iii) To include any material information with respect to the
                     plan of distribution not previously disclosed in the
                     Registration Statement or any material change to such
                     information in the Registration Statement;

PROVIDED, HOWEVER, that paragraphs (a)(1(1) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new Registration Statement relating to the
               securities offered therein, and the offering of the securities at
               that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered that remain
               unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the Registrant's

                                      II-3
annual report pursuant to Section 13(a) or 15(d) of the Exchange
               Act that is incorporated by reference in the Registration
               Statement shall be deemed to be a new Registration Statement
               relating to the securities offered therein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

          (c)  Insofar as indemnification for liabilities arising under the
               Securities Act of 1933 may be permitted to directors, officers
               and controlling persons of the Registrant pursuant to the
               foregoing provisions, or otherwise, the Registrant has been
               advised that in the opinion of the Securities and Exchange
               Commission such indemnification is against public policy as
               expressed in the Securities Act of 1933 and is, therefore,
               unenforceable. If a claim for indemnification against such
               liabilities (other than the payment by the Registrant of expenses
               incurred or paid by a director, officer or controlling person of
               the Registrant 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
               Registrant 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 of whether such
               indemnification by it is against public policy as expressed in
               the Securities Act of 1933 and will be governed by the final
               adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe it meets all 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 Madison, State of Wisconsin, on this 19/th/ day of
November, 2001.

                                               Sonic Foundry, Inc.

                                               By: /s/ Rimas Buinevicius
                                                   -----------------------------
                                                   Rimas Buinevicius, Chairman
                                                   and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Rimas Buinevicius and Kenneth Minor as
his true and lawful attorney-in-fact and agent 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

                                      II-4
thereto and other documents in connection therewith, with the Securities
Exchange Commission, granting unto said attorney-in-fact and agent 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 he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitutes or substitute may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Name                                               Title                                    Date
----                                               -----                                    ----
/s/ Rimas Buinevicius                              Chairman and Chief                       November 19, 2001
------------------------------------
         Rimas Buinevicius                         Executive Officer
                                                   (Principal Executive Officer)

/s/ Kenneth A. Minor                               Chief Financial Officer                  November 19, 2001
------------------------------------
         Kenneth A. Minor                          (Principal Financial and Accounting
                                                   Officer)

/s/ Monty Schmidt                                  President and Director                   November 19, 2001
------------------------------------
         Monty Schmidt

/s/ Curtis Palmer
------------------------------------
         Curtis Palmer                             Executive Vice President, Chief          November 19, 2001
                                                   Technology Officer and Director

/s/ Frederick H. Kopko, Jr.                        Secretary and Director                   November 19, 2001
------------------------------------
         Frederick H. Kopko, Jr.

/s/ Arnold Pollard                                 Director
------------------------------------
         Arnold Pollard                                                                     November 19, 2001

/s/ David Kleinman                                 Director                                 November 19, 2001
------------------------------------
         David Kleinman
II-5
INDEX TO EXHIBITS

Page
Item Number
Sequentially

Numbered                            Description
-------------      ------------------------------------------------------------

4.1                Amended and Restated Articles of Incorporation of the
                   Registrant, filed as Exhibit No. 3.1 to the Registration
                   Statement on Amendment No. 2 to Form SB-2 dated April 3, 1998
                   (Reg. No. 333-46005) (the "Registration Statement"), and
                   hereby incorporated by reference. *

4.2                Amended and Restated By-Laws of the Registrant filed as
                   Exhibit No. 3.2 to the Registration Statement, and hereby
                   incorporated by reference. *

4.3                Specimen Common Stock Certificate, filed as Exhibit No. 4.1
                   to the Registration Statement, and hereby incorporated by
                   reference. *

4.4                Sonic Foundry, Inc. 2001 Deferred Compensation Plan (x)

4.5                Form of Unsecured Subordinated Promissory Note (x)

5.1                Opinion of McBreen & Kopko as to the legality of the stock
                   registered hereby (x)

23.1               Consent of McBreen & Kopko (included in Exhibit 5)

23.2               Consent of Ernst & Young LLP (x)

24.1               Power of Attorney (contained within Signature Page)

*     incorporated herein by reference
(x)   filed herewith