REGISTRATION NO. 333-
================================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                                  EPITOPE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 Oregon                                93-0779127
        (STATE OF INCORPORATION)            (IRS EMPLOYER IDENTIFICATION NO.)

           8505 S.W. Creekside Place
           Beaverton, Oregon                              97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


                EPITOPE, INC., 1993 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)


                                 John W. Morgan
                      President and Chief Executive Officer
                                  Epitope, Inc.
                            8505 S.W. Creekside Place
                             Beaverton, Oregon 97008
                            Telephone (503) 641-6115
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                     PROPOSED MAXIMUM
              TITLE OF                  AMOUNT TO BE          OFFERING PRICE           PROPOSED MAXIMUM             AMOUNT OF
    SECURITIES TO BE REGISTERED          REGISTERED              PER SHARE                 AGGREGATE             REGISTRATION FEE
                                                                                        OFFERING PRICE
<S>                         <C>        <C>                          <C>                  <C>                         <C>    
====================================================================================================================================

 Common Stock, no par value (1)        250,000 shares               (1)                  $1,515,000(1)               $522.00
====================================================================================================================================
</TABLE>
 (1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the  registration fee have been computed on the basis of the average of the
     high and low sales  prices,  $6.06,  reported  for shares of Epitope,  Inc.
     Common Stock,  no par value (the "Common  Stock"),  on the National  Market
     Tier of the Nasdaq Stock Market on March 1, 1999.
================================================================================
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

              (a) The registrant's Annual Report on Form 10-K for the year ended
              September 30, 1998.

              (b) The registrant's Quarterly Report on Form 10-Q for the quarter
              ended December 31, 1998.

              (c) The description of the registrant's  capital stock included in
              Exhibit 99.1 to the registrant's  current report on Form 8-K dated
              December 24, 1997.

              (d) The description of the  registrant's  preferred stock purchase
              rights  contained in the  registrant's  Registration  Statement on
              Form 8-A dated December 23, 1997.

         All documents filed by the registrant  subsequent to the date of filing
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which 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 of such documents.

Item 4.  Description of Securities.
         -------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

                  None.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (y) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (z) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received personal benefit.

                                    -II-1 -
<PAGE>

         The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

         The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article III of the restated  articles of  incorporation  of the Company
permits the Company to  indemnify  its  current or former  directors,  officers,
employees,  and agents to the fullest extent  permitted by law. Article V of the
bylaws of the Company  requires  such  indemnification  for  directors or former
directors, or any individual who may have served at its request as a director of
another corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses and liability,  including attorney fees, actually and
necessarily  incurred by such  individual  in  connection  with any  threatened,
pending,  or completed action,  suit, or proceeding to which the individual is a
party  because  of  service  to the  Company.  Article V of the  bylaws  further
provides  that  the  foregoing  right of  indemnification  shall  not be  deemed
exclusive of any other rights to which the  individual may be entitled under the
restated articles of incorporation or the bylaws, or under any agreement, action
of the shareholders or otherwise. The Company may, but is not required to, offer
the same rights of  indemnification,  on a case-by-case  basis, to the officers,
employees, and agents of the Company.

         In  addition  to the  foregoing  right of  indemnity,  the  Company has
entered into indemnification agreements with all current officers and directors.
Each  indemnification  agreement makes  provisions of the Oregon Act relating to
permissive  indemnification  mandatory  and  therefore  restates  the  Company's
obligation  as  set  forth  in  the  bylaws,  as  discussed  above.   Also,  the
indemnification  agreements set forth the Company's obligation to indemnify each
party to an agreement in the event that he or she is entitled to indemnification
of some but not all liabilities  and expenses.  Procedures are also set forth in
the  indemnification  agreements for the defense of claims by the Company and in
the event  that  there is a change or  potential  change in the  control  of the
Company.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation shall be entitled to contribution from (a) each shareholder who
accepted  the  dividend  or  distribution  knowing the same to have been made in
violation  of the  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

         The Company carries insurance protecting officers and directors against
certain liabilities that they may incur in their respective  capacities with the
Company.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-6.

Item 9.  Undertakings.
         ------------

         (a)  The registrant hereby undertakes:

                                    -II-2 -
<PAGE>

                  (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 ("Securities Act");

                        (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)   which,
              individually or in the aggregate,  represent a fundamental  change
              in the information set forth in the registration statement;

                        (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)(i) 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 Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act, each such  post-effective  amendment 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.

              (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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  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 and is, therefore,  unenforceable.  In the event
that 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 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. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                    -II-3 -
<PAGE>

                                   SIGNATURES

The Registrant.
--------------

         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 Beaverton,  state of Oregon, on the 4th day of March,
1999.

                                              (Registrant)


                                              By   /s/ Charles E. Bergeron
                                                  ------------------------------
                                                  Charles E. Bergeron
                                                  Chief Financial Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 4th day of March, 1999.

                        Signature                          Title
                        ---------                          -----

         (1)  Principal Executive Officer

          * JOHN W. MORGAN                      President,    Chief    Executive
                                                Officer, and Director

         (2)  Principal Financial Officer:

          /s/ Charles E. Bergeron
         -------------------------------------
         CHARLES E. BERGERON                    Chief Financial Officer

         (3)  Principal Accounting Officer

          /s/ Theodore R. Gwin
         -------------------------------------
         THEODORE R. GWIN                       Controller

         (4) A majority of the Board of Directors:


         * ROGER L. PRINGLE                     Chairman of the Board
         * W. CHARLES ARMSTRONG                 Director
         * ANDREW S. GOLDSTEIN                  Director
         * MARGARET H. JORDAN                   Director
         * MICHAEL J. PAXTON                    Director
         * G. PATRICK SHEAFFER                  Director
         * ROBERT J. ZOLLARS                    Director

* By  /s/ Charles E. Bergeron
     -------------------------
     Charles E. Bergeron
     Attorney-in-fact


                                    -II-4 -
<PAGE>

                                INDEX TO EXHIBITS


4.1      Restated  Articles of  Incorporation,  as amended,  of the  registrant.
         Incorporated by reference to Exhibit 3 to the registrant's Registration
         Statement  on Form 8-A filed  December  26,  1997 (File No.  000-15337)
         ("Form 8-A").

4.2      Restated Bylaws of the registrant. Incorporated by reference to Exhibit
         3.2 to the  registrant's  Annual Report on Form 10-K for the year ended
         September 30, 1997.

4.3      Rights Agreement dated as of December 15, 1997,  between the registrant
         and ChaseMellon Shareholder Services,  L.L.C. Incorporated by reference
         to Exhibit 4.1 to Form 8-A.

5        Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Miller,  Nash,  Wiener,  Hager & Carlsen  LLP.  Included  in
         Exhibit 5.

24       Power of attorney of certain officers and directors.

----------------

         Other exhibits listed in Item 601 to Regulation S-K are not applicable.


                                    -II-5 -
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17759}]
{"company-data": {"conformed-name": "EPITOPE INC/OR/", "cik": "0000801555", "assigned-sic": "2835", "irs-number": "930779127", "state-of-incorporation": "OR", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73463", "film-number": "99558510"}, "business-address": {"street1": "8505 SW CREEKSIDE PL", "city": "BEAVERTON", "state": "OR", "zip": "97005-7108", "phone": "5036416115"}, "mail-address": {"street1": "8505 S W CREEKSIDE PLACE", "city": "BEAVERTON", "state": "OR", "zip": "97008"}}
REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     -----

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                     -----

                                  EPITOPE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                 Oregon                                93-0779127
        (STATE OF INCORPORATION)            (IRS EMPLOYER IDENTIFICATION NO.)

           8505 S.W. Creekside Place
           Beaverton, Oregon                              97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                EPITOPE, INC., 1993 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)

                                 John W. Morgan
                      President and Chief Executive Officer
                                  Epitope, Inc.
                            8505 S.W. Creekside Place
                             Beaverton, Oregon 97008
                            Telephone (503) 641-6115
           (NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
                                     PROPOSED MAXIMUM
              TITLE OF                  AMOUNT TO BE          OFFERING PRICE           PROPOSED MAXIMUM             AMOUNT OF
    SECURITIES TO BE REGISTERED          REGISTERED              PER SHARE                 AGGREGATE             REGISTRATION FEE
                                                                                        OFFERING PRICE
====================================================================================================================================

 Common Stock, no par value (1)        250,000 shares               (1)                  $1,515,000(1)               $522.00
====================================================================================================================================
(1) Pursuant to Rule 457(h),  the proposed maximum aggregate offering price and
     the  registration fee have been computed on the basis of the average of the
     high and low sales  prices,  $6.06,  reported  for shares of Epitope,  Inc.
     Common Stock,  no par value (the "Common  Stock"),  on the National  Market
     Tier of the Nasdaq Stock Market on March 1, 1999.
================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the registrant with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   registration
statement:

              (a) The registrant's Annual Report on Form 10-K for the year ended
              September 30, 1998.

              (b) The registrant's Quarterly Report on Form 10-Q for the quarter
              ended December 31, 1998.

              (c) The description of the registrant's  capital stock included in
              Exhibit 99.1 to the registrant's  current report on Form 8-K dated
              December 24, 1997.

              (d) The description of the  registrant's  preferred stock purchase
              rights  contained in the  registrant's  Registration  Statement on
              Form 8-A dated December 23, 1997.

         All documents filed by the registrant  subsequent to the date of filing
of this Registration Statement pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the  Securities  Exchange  Act of 1934,  as  amended,  prior to the  filing of a
post-effective  amendment which indicates that all securities  offered have been
sold or which 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 of such documents.

Item 4.  Description of Securities.
         -------------------------

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

                  None.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The Oregon  Business  Corporation  Act (the "Oregon Act")  requires the
indemnification  of an  individual  made a party  to a  proceeding  because  the
individual is or was a director,  officer,  employee,  or agent of a corporation
(unless  limited  by  the  corporation's   articles  of  incorporation)  if  the
individual is wholly  successful in the proceeding,  on the merits or otherwise.
In addition, the Oregon Act allows a corporation to indemnify such an individual
if: (a) the  conduct of the  individual  was in good faith;  (b) the  individual
reasonably  believed that the individual's  conduct was in the best interests of
the corporation,  or at least not opposed to its best interests;  and (c) in the
case of any criminal  proceeding,  the  individual  had no  reasonable  cause to
believe that the individual's conduct was unlawful.

         A corporation  may also provide  indemnification  if (y) in the case of
any proceeding by or in the right of the  corporation,  such  individual was not
adjudged  liable to the  corporation  or (z) in connection  with any  proceeding
(other  than a  proceeding  by or in the  right  of  the  corporation)  charging
improper  personal  benefit to the individual,  such individual was not adjudged
liable on the basis that he or she improperly received personal benefit.

                                    -II-1 -
The  Oregon  Act also  authorizes  a court  to  order  indemnification,
whether  or not the above  standards  of  conduct  have  been met,  if the court
determines  that the officer or director  is fairly and  reasonably  entitled to
indemnification in view of all the relevant circumstances.

         The  indemnification  described  above is not  exclusive  of any  other
rights to which  officers or  directors  may be entitled  under a  corporation's
articles of incorporation or bylaws, or under any agreement, action of its board
of directors, vote of shareholders or otherwise.

         Article III of the restated  articles of  incorporation  of the Company
permits the Company to  indemnify  its  current or former  directors,  officers,
employees,  and agents to the fullest extent  permitted by law. Article V of the
bylaws of the Company  requires  such  indemnification  for  directors or former
directors, or any individual who may have served at its request as a director of
another corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses and liability,  including attorney fees, actually and
necessarily  incurred by such  individual  in  connection  with any  threatened,
pending,  or completed action,  suit, or proceeding to which the individual is a
party  because  of  service  to the  Company.  Article V of the  bylaws  further
provides  that  the  foregoing  right of  indemnification  shall  not be  deemed
exclusive of any other rights to which the  individual may be entitled under the
restated articles of incorporation or the bylaws, or under any agreement, action
of the shareholders or otherwise. The Company may, but is not required to, offer
the same rights of  indemnification,  on a case-by-case  basis, to the officers,
employees, and agents of the Company.

         In  addition  to the  foregoing  right of  indemnity,  the  Company has
entered into indemnification agreements with all current officers and directors.
Each  indemnification  agreement makes  provisions of the Oregon Act relating to
permissive  indemnification  mandatory  and  therefore  restates  the  Company's
obligation  as  set  forth  in  the  bylaws,  as  discussed  above.   Also,  the
indemnification  agreements set forth the Company's obligation to indemnify each
party to an agreement in the event that he or she is entitled to indemnification
of some but not all liabilities  and expenses.  Procedures are also set forth in
the  indemnification  agreements for the defense of claims by the Company and in
the event  that  there is a change or  potential  change in the  control  of the
Company.

         ORS 60.367  provides  that any  director  held liable  pursuant to that
section for the unlawful  payment of a dividend or other  distribution of assets
of a corporation shall be entitled to contribution from (a) each shareholder who
accepted  the  dividend  or  distribution  knowing the same to have been made in
violation  of the  Oregon  Act or the  articles  of  incorporation  and (b) each
director  who voted for or assented  to the  dividend  or  distribution  without
complying with the applicable standards of conduct described in ORS 60.357.

         The Company carries insurance protecting officers and directors against
certain liabilities that they may incur in their respective  capacities with the
Company.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         The Index to  Exhibits  listing  the  exhibits  required by Item 601 of
Regulation S-K is located at page II-6.

Item 9.  Undertakings.
         ------------

         (a)  The registrant hereby undertakes:

                                    -II-2 -
(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 ("Securities Act");

                        (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)   which,
              individually or in the aggregate,  represent a fundamental  change
              in the information set forth in the registration statement;

                        (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)(i) 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 Securities Exchange Act of 1934 ("Exchange Act") that
are incorporated by reference in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
         Securities Act, each such  post-effective  amendment 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.

              (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,  each  filing  of  the
registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 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.

         (h)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  provisions  described  in Item 6 above,  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 and is, therefore,  unenforceable.  In the event
that 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 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. The
undertaking  of the  registrant  in the  preceding  sentence  does not  apply to
insurance against liability arising under the Securities Act.

                                    -II-3 -
SIGNATURES

The Registrant.
--------------

         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 Beaverton,  state of Oregon, on the 4th day of March,
1999.

                                              (Registrant)

                                              By   /s/ Charles E. Bergeron
                                                  ------------------------------
                                                  Charles E. Bergeron
                                                  Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities indicated as of the 4th day of March, 1999.

                        Signature                          Title
                        ---------                          -----

         (1)  Principal Executive Officer

          * JOHN W. MORGAN                      President,    Chief    Executive
                                                Officer, and Director

         (2)  Principal Financial Officer:

          /s/ Charles E. Bergeron
         -------------------------------------
         CHARLES E. BERGERON                    Chief Financial Officer

         (3)  Principal Accounting Officer

          /s/ Theodore R. Gwin
         -------------------------------------
         THEODORE R. GWIN                       Controller

         (4) A majority of the Board of Directors:

         * ROGER L. PRINGLE                     Chairman of the Board
         * W. CHARLES ARMSTRONG                 Director
         * ANDREW S. GOLDSTEIN                  Director
         * MARGARET H. JORDAN                   Director
         * MICHAEL J. PAXTON                    Director
         * G. PATRICK SHEAFFER                  Director
         * ROBERT J. ZOLLARS                    Director

* By  /s/ Charles E. Bergeron
     -------------------------
     Charles E. Bergeron
     Attorney-in-fact

                                    -II-4 -
INDEX TO EXHIBITS

4.1      Restated  Articles of  Incorporation,  as amended,  of the  registrant.
         Incorporated by reference to Exhibit 3 to the registrant's Registration
         Statement  on Form 8-A filed  December  26,  1997 (File No.  000-15337)
         ("Form 8-A").

4.2      Restated Bylaws of the registrant. Incorporated by reference to Exhibit
         3.2 to the  registrant's  Annual Report on Form 10-K for the year ended
         September 30, 1997.

4.3      Rights Agreement dated as of December 15, 1997,  between the registrant
         and ChaseMellon Shareholder Services,  L.L.C. Incorporated by reference
         to Exhibit 4.1 to Form 8-A.

5        Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP.

23.1     Consent of PricewaterhouseCoopers LLP.

23.2     Consent of Miller,  Nash,  Wiener,  Hager & Carlsen  LLP.  Included  in
         Exhibit 5.

24       Power of attorney of certain officers and directors.

----------------

         Other exhibits listed in Item 601 to Regulation S-K are not applicable.

                                    -II-5 -