As filed with the Securities and Exchange Commission on August 13, 1999
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                               RADISYS CORPORATION
             (Exact name of registrant as specified in its charter)

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

      OREGON                                        93-0945232
     (State or other jurisdiction                  (IRS Employer
      of incorporation or organization)             Identification No.)

      5445 NE Dawson Creek Drive
      Hillsboro, Oregon                             97124
     (Address of Principal                         (Zip Code)
      Executive Offices)

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

            RadiSys Corporation 1995 Stock Incentive Plan, as amended
                Texas Micro Inc. 1986 Incentive Stock Option Plan
           Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended
           Texas Micro Inc. 1990 Outside Directors' Stock Option Plan
     Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended
                              (Full title of plans)

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

                                Glenford J. Myers
                      President and Chief Executive Officer
                               RadiSys Corporation
                           5445 NE Dawson Creek Drive
                               Hillsboro, OR 97124
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 615-1100

                                    Copy to:

                                 Todd A. Bauman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268

<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
                                             Proposed       Proposed
                                             Maximum        Maximum
                         Amount              Offering       Aggregate       Amount of
Title of Securities      to Be               Price Per      Offering        Registration
to Be Registered         Registered(1)       Share(1)       Price(1)        Fee
-------------------      --------------      ----------     -----------     ------------
<S>                      <C>                 <C>            <C>             <C>
Common Stock             726,598 Shares      $30.553433     $22,200,064     $6,172
----------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                      Number of Shares
     ------------                                      ----------------

     RadiSys Corporation 1995 Stock Incentive
     Plan, as amended                                      500,000

     Texas Micro Inc. 1986 Incentive Stock Option
     Plan                                                  67,131

     Texas Micro Inc. 1996 Long-Term Incentive
     Plan, as amended                                     129,047

     Texas Micro Inc. 1990 Outside Directors'
     Stock Option Plan                                     13,296

     Texas Micro Inc. 1995 Outside Directors'
     Stock Option Plan, as amended                         17,124

     TOTAL                                                726,598
</TABLE>

     The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. The estimated offering prices for the shares to be
     issued under the Texas Micro Inc. plans were calculated based on the
     exercise prices of outstanding options granted under such plans as follows:

<TABLE>
<CAPTION>
                                                           Exercise Price      Aggregate
                                              Number          (based on a       Exercise
     Plan                                  of Shares     weighted average)         Price
     ----                                  ---------     -----------------     ---------
     <S>                                      <C>              <C>            <C>
     1986 Incentive Stock Option Plan         67,131           $17.13         $1,149,954

     1996 Long-Term Incentive Plan           129,047           $13.61         $1,756,330

                                       2
<PAGE>
                                                           Exercise Price      Aggregate
                                              Number          (based on a       Exercise
     Plan                                  of Shares     weighted average)         Price
     ----                                  ---------     -----------------     ---------
     <S>                                      <C>              <C>            <C>
     1990 Outside Directors' Stock
     Option Plan                              13,296           $27.31         $  363,114

     1995 Outside Directors' Stock
     Option Plan, as amended                  17,124           $21.50         $  368,166
</TABLE>


Pursuant to Rule 457(c), the estimated offering price for the shares to be
issued under the RadiSys Corporation 1995 Stock Incentive Plan was calculated
based on the average of the high and low prices of the Common Stock on August
11, 1999 as reported in The Wall Street Journal for Nasdaq National Market
issues.

                                       3
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents filed by RadiSys Corporation (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 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 hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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.
        ------------------------------------------

     Article VII of the Company's Second Restated Articles of Incorporation and
Article V of the Company's Restated Bylaws require indemnification of current or
former directors of the Company to the fullest extent permitted by law. The
right to and amount of

                                       4
<PAGE>
indemnification will ultimately be subject to determination by a court that
indemnification in the circumstances presented is consistent with public policy
and other provisions of law. It is likely, however, that Article VII of the
Company's Second Restated Articles of Incorporation and Article V of the
Company's Restated Bylaws would require indemnification at least to the extent
that indemnification is authorized by the Oregon Business Corporation Act. The
effect of the indemnification provisions contained in Article VII of the
Company's Second Restated Articles of Incorporation, Article V of the Company's
Restated Bylaws and the Oregon Business Corporation Act (the "Indemnification
Provisions") is summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) The Company may not indemnify a director unless it is determined
     by (1) a majority of a quorum of disinterested directors or a committee of
     disinterested directors, (2) independent legal counsel or (3) the
     shareholders that indemnification is proper because the applicable standard
     of conduct has been met. Indemnification can also be ordered by a court if
     the court determines that indemnification is fair in view of all of the
     relevant circumstances.

          (e) The Company will advance to a director the expenses incurred in
     defending any action, suit or proceeding in advance of its final
     disposition if the director affirms in good faith that he or she has met
     the standard of conduct to be entitled to indemnification as described in
     (a) or (b) above and undertakes to repay any

                                       5
<PAGE>
     amount advanced if it is determined that the person did not meet the
     required standard of conduct.

     Under the Oregon Business Corporation Act, an officer of the Company is
entitled to mandatory indemnification to the same extent as a director of the
Company if he or she was wholly successful on the merits of a controversy
described in (a) or (b) above.

     The Company has obtained insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The Company has also entered into indemnification agreements with
certain of the Company's directors. The indemnification agreements in part
incorporate the indemnification provisions of the Oregon Business Corporation
Act as described above. The indemnification provisions also alter or clarify the
statutory indemnity in certain respects. The most significant effects of the
indemnification agreements are to add indemnification for settlements of
derivative lawsuits and for proceedings involving a breach of fiduciary duty,
subject to specified exceptions. The indemnification agreements also set forth
certain procedures that apply in the event of a claim for indemnification or
advancement of expenses.

     The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or otherwise.

Item 7. Exemption From Registration Claimed.
        ------------------------------------

     Not Applicable.

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

     4.1    Second Restated Articles of Incorporation of the Company and
            amendments thereto (incorporated by reference to Exhibit 3.1 to the
            Company's Registration Statement on Form S-1 (Registration No.
            33-95892) and by reference to Exhibit 3 to the Company's Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1997).

     4.2    Restated Bylaws of the Company and amendments thereto (incorporated
            by reference to Exhibit 3.2 to the Company's Registration Statement
            on Form S-1 (Registration No. 33-95892)).

     5.1    Opinion of Stoel Rives LLP.

     23.1   Consent of PricewaterhouseCoopers LLP.

     23.2   Consent of Stoel Rives LLP (included in Exhibit 5.1).

                                       6
<PAGE>
     24.1   Powers of Attorney.

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) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of the securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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 Section 15(d) of the Securities Exchange Act of
     1934 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 such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                       7
<PAGE>
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which 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 annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 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 Act and will be governed by the final adjudication of
such issue.

                                       8
<PAGE>
                                   SIGNATURES

     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 Hillsboro, State of Oregon, on August 12, 1999.

                                   RADISYS CORPORATION



                                   By STEPHEN F. LOUGHLIN
                                      --------------------------------------
                                      Stephen F. Loughlin,
                                      Vice President of Finance and
                                      Administration and 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 on August 12, 1999.

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

GLENFORD J. MYERS*                     Chairman of the Board, President,
----------------------------------     and Chief Executive Officer
Glenford J. Myers                      (Principal Executive Officer)


STEPHEN F. LOUGHLIN                    Vice President of Finance and
----------------------------------     Administration and Chief Financial
Stephen F. Loughlin                    Officer (Principal Financial and
                                       Accounting Officer)


WILLIAM W. LATTIN*                     Director
----------------------------------
William W. Lattin

                                       9
<PAGE>
JAMES F. DALTON*                       Director
----------------------------------
James F. Dalton


RICHARD J. FAUBERT*                    Director
----------------------------------
Richard J. Faubert


C. SCOTT GIBSON*                       Director
----------------------------------
C. Scott Gibson


JEAN-PIERRE D. PATKAY*                 Director
----------------------------------
Jean-Pierre D. Patkay


                                       Director
----------------------------------
Jean-Claude Peterschmitt


     *By STEPHEN F. LOUGHLIN
         ----------------------------------
         Stephen F. Loughlin,
         Attorney-in-Fact

<PAGE>
                                  EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------

  4.1         Second Restated Articles of Incorporation of the Company and
              amendments thereto (incorporated by reference to Exhibit 3.1 to
              the Company's Registration Statement on Form S-1 (Registration No.
              33- 95892) and by reference to Exhibit 3 to the Company's
              Quarterly Report on Form 10-Q for the quarter ended June 30,
              1997).

  4.2         Restated Bylaws of the Company and amendments thereto
              (incorporated by reference to Exhibit 3.2 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-95892)).

  5.1         Opinion of Stoel Rives LLP.

  23.1        Consent of PricewaterhouseCoopers LLP.

  23.2        Consent of Stoel Rives (included in Exhibit 5.1).

  24.1        Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22051}]
{"company-data": {"conformed-name": "RADISYS CORP", "cik": "0000873044", "assigned-sic": "7373", "irs-number": "930945232", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85093", "film-number": "99686590"}, "business-address": {"street1": "5445 NE DAWSON CREEK DR", "city": "HILLSBORO", "state": "OR", "zip": "97124", "phone": "5036461800"}}
As filed with the Securities and Exchange Commission on August 13, 1999
                                                   Registration No. 333-________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

                               RADISYS CORPORATION
             (Exact name of registrant as specified in its charter)

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

      OREGON                                        93-0945232
     (State or other jurisdiction                  (IRS Employer
      of incorporation or organization)             Identification No.)

      5445 NE Dawson Creek Drive
      Hillsboro, Oregon                             97124
     (Address of Principal                         (Zip Code)
      Executive Offices)

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

            RadiSys Corporation 1995 Stock Incentive Plan, as amended
                Texas Micro Inc. 1986 Incentive Stock Option Plan
           Texas Micro Inc. 1996 Long-Term Incentive Plan, as amended
           Texas Micro Inc. 1990 Outside Directors' Stock Option Plan
     Texas Micro Inc. 1995 Outside Directors' Stock Option Plan, as amended
                              (Full title of plans)

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

                                Glenford J. Myers
                      President and Chief Executive Officer
                               RadiSys Corporation
                           5445 NE Dawson Creek Drive
                               Hillsboro, OR 97124
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 615-1100

                                    Copy to:

                                 Todd A. Bauman
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2600
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
                                             Proposed       Proposed
                                             Maximum        Maximum
                         Amount              Offering       Aggregate       Amount of
Title of Securities      to Be               Price Per      Offering        Registration
to Be Registered         Registered(1)       Share(1)       Price(1)        Fee
-------------------      --------------      ----------     -----------     ------------
Common Stock             726,598 Shares      $30.553433     $22,200,064     $6,172
----------------------------------------------------------------------------------------

(1)  This Registration Statement registers the following shares:

     Name of Plan                                      Number of Shares
     ------------                                      ----------------

     RadiSys Corporation 1995 Stock Incentive
     Plan, as amended                                      500,000

     Texas Micro Inc. 1986 Incentive Stock Option
     Plan                                                  67,131

     Texas Micro Inc. 1996 Long-Term Incentive
     Plan, as amended                                     129,047

     Texas Micro Inc. 1990 Outside Directors'
     Stock Option Plan                                     13,296

     Texas Micro Inc. 1995 Outside Directors'
     Stock Option Plan, as amended                         17,124

     TOTAL                                                726,598
The proposed maximum offering price per share and the proposed maximum
     aggregate offering price were estimated solely for the purpose of
     calculating the registration fee pursuant to Rule 457(h) under the
     Securities Act of 1933. The estimated offering prices for the shares to be
     issued under the Texas Micro Inc. plans were calculated based on the
     exercise prices of outstanding options granted under such plans as follows:
Exercise Price      Aggregate
                                              Number          (based on a       Exercise
     Plan                                  of Shares     weighted average)         Price
     ----                                  ---------     -----------------     ---------
1986 Incentive Stock Option Plan         67,131           $17.13         $1,149,954

     1996 Long-Term Incentive Plan           129,047           $13.61         $1,756,330

                                       2
Exercise Price      Aggregate
                                              Number          (based on a       Exercise
     Plan                                  of Shares     weighted average)         Price
     ----                                  ---------     -----------------     ---------
1990 Outside Directors' Stock
     Option Plan                              13,296           $27.31         $  363,114

     1995 Outside Directors' Stock
     Option Plan, as amended                  17,124           $21.50         $  368,166
Pursuant to Rule 457(c), the estimated offering price for the shares to be
issued under the RadiSys Corporation 1995 Stock Incentive Plan was calculated
based on the average of the high and low prices of the Common Stock on August
11, 1999 as reported in The Wall Street Journal for Nasdaq National Market
issues.

                                       3
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

     The following documents filed by RadiSys Corporation (the "Company") with
the Securities and Exchange Commission are incorporated herein by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited financial statements for the Company's latest fiscal year
     for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

          (c) The description of the authorized capital stock of the Company
     contained in the Company's registration statement filed under Section 12 of
     the Securities Exchange Act of 1934, including any amendment or report
     filed for the purpose of updating the description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 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 hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
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.
        ------------------------------------------

     Article VII of the Company's Second Restated Articles of Incorporation and
Article V of the Company's Restated Bylaws require indemnification of current or
former directors of the Company to the fullest extent permitted by law. The
right to and amount of

                                       4
indemnification will ultimately be subject to determination by a court that
indemnification in the circumstances presented is consistent with public policy
and other provisions of law. It is likely, however, that Article VII of the
Company's Second Restated Articles of Incorporation and Article V of the
Company's Restated Bylaws would require indemnification at least to the extent
that indemnification is authorized by the Oregon Business Corporation Act. The
effect of the indemnification provisions contained in Article VII of the
Company's Second Restated Articles of Incorporation, Article V of the Company's
Restated Bylaws and the Oregon Business Corporation Act (the "Indemnification
Provisions") is summarized as follows:

          (a) The Indemnification Provisions grant a right of indemnification in
     respect of any action, suit or proceeding (other than an action by or in
     the right of the Company) against expenses (including attorney fees),
     judgments, fines and amounts paid in settlement actually and reasonably
     incurred, if the person concerned acted in good faith and in a manner the
     person reasonably believed to be in or not opposed to the best interests of
     the Company, was not adjudged liable on the basis of receipt of an improper
     personal benefit and, with respect to any criminal action or proceeding,
     had no reasonable cause to believe the conduct was unlawful. The
     termination of an action, suit or proceeding by judgment, order,
     settlement, conviction or plea of nolo contendere does not, of itself,
     create a presumption that the person did not meet the required standards of
     conduct.

          (b) The Indemnification Provisions grant a right of indemnification in
     respect of any action or suit by or in the right of the Company against the
     expenses (including attorney fees) actually and reasonably incurred if the
     person concerned acted in good faith and in a manner the person reasonably
     believed to be in or not opposed to the best interests of the Company,
     except that no right of indemnification will be granted if the person is
     adjudged to be liable to the Company.

          (c) Every person who has been wholly successful on the merits of a
     controversy described in (a) or (b) above is entitled to indemnification as
     a matter of right.

          (d) The Company may not indemnify a director unless it is determined
     by (1) a majority of a quorum of disinterested directors or a committee of
     disinterested directors, (2) independent legal counsel or (3) the
     shareholders that indemnification is proper because the applicable standard
     of conduct has been met. Indemnification can also be ordered by a court if
     the court determines that indemnification is fair in view of all of the
     relevant circumstances.

          (e) The Company will advance to a director the expenses incurred in
     defending any action, suit or proceeding in advance of its final
     disposition if the director affirms in good faith that he or she has met
     the standard of conduct to be entitled to indemnification as described in
     (a) or (b) above and undertakes to repay any

                                       5
amount advanced if it is determined that the person did not meet the
     required standard of conduct.

     Under the Oregon Business Corporation Act, an officer of the Company is
entitled to mandatory indemnification to the same extent as a director of the
Company if he or she was wholly successful on the merits of a controversy
described in (a) or (b) above.

     The Company has obtained insurance for the protection of its directors and
officers against any liability asserted against them in their official
capacities. The Company has also entered into indemnification agreements with
certain of the Company's directors. The indemnification agreements in part
incorporate the indemnification provisions of the Oregon Business Corporation
Act as described above. The indemnification provisions also alter or clarify the
statutory indemnity in certain respects. The most significant effects of the
indemnification agreements are to add indemnification for settlements of
derivative lawsuits and for proceedings involving a breach of fiduciary duty,
subject to specified exceptions. The indemnification agreements also set forth
certain procedures that apply in the event of a claim for indemnification or
advancement of expenses.

     The rights of indemnification described above are not exclusive of any
other rights of indemnification to which the persons indemnified may be entitled
under any bylaw, agreement, vote of shareholders or otherwise.

Item 7. Exemption From Registration Claimed.
        ------------------------------------

     Not Applicable.

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

     4.1    Second Restated Articles of Incorporation of the Company and
            amendments thereto (incorporated by reference to Exhibit 3.1 to the
            Company's Registration Statement on Form S-1 (Registration No.
            33-95892) and by reference to Exhibit 3 to the Company's Quarterly
            Report on Form 10-Q for the quarter ended June 30, 1997).

     4.2    Restated Bylaws of the Company and amendments thereto (incorporated
            by reference to Exhibit 3.2 to the Company's Registration Statement
            on Form S-1 (Registration No. 33-95892)).

     5.1    Opinion of Stoel Rives LLP.

     23.1   Consent of PricewaterhouseCoopers LLP.

     23.2   Consent of Stoel Rives LLP (included in Exhibit 5.1).

                                       6
24.1   Powers of Attorney.

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) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of the securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective 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 Section 15(d) of the Securities Exchange Act of
     1934 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 such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

                                       7
(3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which 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 annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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 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 Act and will be governed by the final adjudication of
such issue.

                                       8
SIGNATURES

     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 Hillsboro, State of Oregon, on August 12, 1999.

                                   RADISYS CORPORATION

                                   By STEPHEN F. LOUGHLIN
                                      --------------------------------------
                                      Stephen F. Loughlin,
                                      Vice President of Finance and
                                      Administration and 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 on August 12, 1999.

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

GLENFORD J. MYERS*                     Chairman of the Board, President,
----------------------------------     and Chief Executive Officer
Glenford J. Myers                      (Principal Executive Officer)

STEPHEN F. LOUGHLIN                    Vice President of Finance and
----------------------------------     Administration and Chief Financial
Stephen F. Loughlin                    Officer (Principal Financial and
                                       Accounting Officer)

WILLIAM W. LATTIN*                     Director
----------------------------------
William W. Lattin

                                       9
JAMES F. DALTON*                       Director
----------------------------------
James F. Dalton

RICHARD J. FAUBERT*                    Director
----------------------------------
Richard J. Faubert

C. SCOTT GIBSON*                       Director
----------------------------------
C. Scott Gibson

JEAN-PIERRE D. PATKAY*                 Director
----------------------------------
Jean-Pierre D. Patkay

                                       Director
----------------------------------
Jean-Claude Peterschmitt

     *By STEPHEN F. LOUGHLIN
         ----------------------------------
         Stephen F. Loughlin,
         Attorney-in-Fact
EXHIBIT INDEX

Exhibit
Number        Document Description
-------       --------------------

  4.1         Second Restated Articles of Incorporation of the Company and
              amendments thereto (incorporated by reference to Exhibit 3.1 to
              the Company's Registration Statement on Form S-1 (Registration No.
              33- 95892) and by reference to Exhibit 3 to the Company's
              Quarterly Report on Form 10-Q for the quarter ended June 30,
              1997).

  4.2         Restated Bylaws of the Company and amendments thereto
              (incorporated by reference to Exhibit 3.2 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-95892)).

  5.1         Opinion of Stoel Rives LLP.

  23.1        Consent of PricewaterhouseCoopers LLP.

  23.2        Consent of Stoel Rives (included in Exhibit 5.1).

  24.1        Powers of Attorney.