<PAGE>


    As filed with the Securities and Exchange Commission on July 9, 1997  
                                                Registration No. 333-_____

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                  ------------------
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                  ------------------
                                           
                                    COINSTAR, INC.
                (Exact name of registrant as specified in its charter)
                                           
                                  ------------------
                                           
               DELAWARE                         94-3156448
         (State of Incorporation) (I.R.S. Employer Identification No.)
                                 -------------------
                                           
                                 13231 SE 36TH STREET
                                      SUITE 200
                              BELLEVUE, WASHINGTON 98006
                                    (206) 644-6789
            (Address and telephone number of principal executive offices)
                                           
                                 -------------------
                                           
                             1997 EQUITY INCENTIVE PLAN,
                            EMPLOYEE STOCK PURCHASE PLAN,
                 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AND
             STOCK OPTIONS ISSUED OUTSIDE THE 1997 EQUITY INCENTIVE PLAN
                                           
                              (Full title of the plans)
                                           
                                 --------------------
                                           
                                    JENS H. MOLBAK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    COINSTAR, INC.
                                 13231 SE 36TH STREET
                                      SUITE 200
                              BELLEVUE, WASHINGTON 98006
                                    (206) 644-6789
       (Name, address, including zip code, and telephone number, including 
                           area code, of agent for service)
                                ---------------------
                                      COPIES TO:
                                MARK P. TANOURY, ESQ.
                            STEPHANIE A. ANAGNOSTOU, ESQ.
                              JAMES F. FULTON, JR., ESQ.
                                  COOLEY GODWARD LLP
                                 3000 SAND HILL ROAD
                                BUILDING 3, SUITE 230
                          MENLO PARK, CALIFORNIA 94025-7116
                                    (415) 843-5000
                                ---------------------

                                        

<PAGE>


                             CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                              PROPOSED             PROPOSED 
TITLE OF SECURITIES TO   AMOUNT TO BE          MAXIMUM              MAXIMUM             AMOUNT OF
   BE REGISTERED          REGISTERED      OFFERING PRICE PER   AGGREGATE OFFERING    REGISTRATION FEE
                                                SHARE              PRICE (1)
<S>                      <C>                <C>               <C>                   <C>
Common Stock (par        2,982,213 shares    $0.25-$10.50      $26,264,825           $7,959
value $.001)      

</TABLE>
-----------------------------------------------------------------------------

    (1)  Estimated solely for the purpose of calculating the amount of the 
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.  
The price per share and aggregate offering price are based upon (a) the 
actual exercise price for shares subject to outstanding stock options 
previously granted under the Registrant's 1997 Equity Incentive Plan (the 
"Equity Plan"); (b) the actual exercise price for shares subject to 
outstanding stock options previously granted to certain officers and 
directors outside of the Equity Plan; (c) for shares issuable under the 
Company's Employee Stock Purchase Plan calculated on the basis of 85% of the 
initial public offering price of $ 10.50; and (d) for shares issuable under 
the Equity Plan and the 1997 Non-Employee Directors' Stock Option Plan (the 
"Directors' Plan") calculated on the basis of the initial public offering 
price of $ 10.50.  The following chart shows the calculation of the 
Registration fee.

                           NUMBER OF      OFFERING PRICE      AGGREGATE
     SECURITIES             SHARES           PER SHARE      OFFERING PRICE

Common Stock issuable       921,900        $0.25-$10.00      $ 5,225,538
pursuant to outstanding
options under the 1997
Equity Incentive Plan

Common Stock available    1,720,313              $10.50      $18,063,287
for grant under the 1997
Equity Incentive Plan

Common Stock available      200,000              $ 8.93      $ 1,786,000
for issuance under the
Employee Stock Purchase
Plan

Common Stock available      100,000              $10.50      $ 1,050,000
for issuance under the
1997 Non-Employee  
Directors' Stock Option
Plan

Common Stock issuable        40,000              $ 3.50      $   140,000
pursuant to outstanding 
options outside the
1997 Equity Incentive Plan

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

    Approximate date of commencement of proposed sale to the public:  As soon 
as practicable after this Registration Statement becomes effective.

<PAGE>

                       INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Coinstar, Inc., a Delaware corporation 
(the "Company" or the "Registrant") with the Securities and Exchange 
Commission (the "Commission") are incorporated by reference into this 
Registration Statement:

    (a)  The Company's Registration Statement on Form S-1 (No. 333-26843) and 
the prospectus filed with the Commission pursuant to Rule 424(b)(4) under the 
Securities Act of 1933, as amended (the "Securities Act"), that contains audited
financial statements for the Company's latest fiscal year for which such 
statements have been filed; 

    (b)  A description of the Company's Common Stock, which is contained in 
the Form 8-A Registration Statement filed by the Company with the Commission 
on May 9, 1997 as amended through the date hereof; and

    (c)  All reports and other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended (the "Exchange Act") 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 of this 
registration statement from the date of the filing of such reports and 
documents.  

                              DESCRIPTION OF SECURITIES

Not applicable.

                        INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock offered pursuant to the 
1997 Equity Incentive Plan, the Employee Stock Purchase Plan, the 1997 
Non-Employee Directors' Stock Option Plan and the options to purchase up to 
40,000 shares of Common Stock granted to certain officers and directors of 
the Registrant outside the foregoing plans will be passed upon for the 
Company by its counsel, Cooley Godward LLP.  Certain partners and associates 
of Cooley Godward LLP beneficially own 35,020 shares of Common Stock of the 
Company.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the 
Registrant has broad powers to indemnify its Directors and officers against 
liabilities they may incur in such capacities, including liabilities under 
the Securities Act of 1933, as amended (the "Securities Act").

     The Registrant's Amended and Restated Certificate of Incorporation and 
By-laws include provisions to (i) eliminate the personal liability of its 
directors for monetary damages resulting from breaches of their fiduciary 
duty to the extent permitted by Section 102(b)(7) of the General Corporation 
Law of Delaware (the "Delaware Law") and (ii) require the Registrant to 
indemnify its Directors and officers to the fullest extent permitted by 
Section 145 of the Delaware Law, including circumstances in which 
indemnification is otherwise discretionary. Pursuant to Section 145 of the 
Delaware Law, a corporation generally has the power to indemnify its present 
and former directors, officers, employees and agents against expenses 
incurred by them in connection with any suit to which they are or are 
threatened to be made, a party by reason of their serving in such positions 
so long as they acted in good faith and in a manner they reasonably believed 
to be in or not opposed to, the best interests of the corporation and with 
respect to any criminal action, they had no reasonable cause to believe their 
conduct was unlawful.  The Registrant believes that these provisions are 
necessary to attract and retain qualified persons as Directors and officers.  
These provisions do not eliminate the Directors' duty of care, and, in 
appropriate circumstances, equitable remedies such as injunctive or other 
forms of non-monetary relief will remain available under Delaware Law.  In 
addition, each Director will continue to be subject to liability for breach 
of the Director's duty of loyalty to the Registrant, for acts or omissions 
not in good faith or involving 

<PAGE>

intentional misconduct, for knowing violations of law, for acts or omissions 
that the Director believes to be contrary to the best interests of the 
Registrant or its stockholders, for any transaction from which the Director 
derived an improper personal benefit, for acts or omissions involving a 
reckless disregard for the Director's duty to the Registrant or its 
stockholders when the Director was aware or should have been aware of a risk 
of serious injury to the Registrant or its stockholders, for acts or 
omissions that constitute an unexcused pattern of inattention that amounts to 
an abdication of the Director's duty to the Registrant or its stockholders, 
for improper transactions between the Director and the Registrant and for 
improper distributions to stockholders and loans to Directors and officers.  
The provision also does not affect a Director's responsibilities under any 
other law, such as the federal securities law or state or federal 
environmental laws.

    The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful.  The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

     At present, there is no pending litigation or proceeding involving a 
Director or officer of the Registrant as to which indemnification is being 
sought nor is the Registrant aware of any threatened litigation that may 
result in claims for indemnification by any officer or Director.

     The Registrant has an insurance policy covering the officers and 
Directors of the Registrant with respect to certain liabilities, including 
liabilities arising under the Securities Act or otherwise.

                         EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                       EXHIBITS

NUMBER   DESCRIPTION
4.1(1)   Amended and Restated Certificate of Incorporation of Registrant.

4.2(1)   Amended and Restated Bylaws of Registrant.

4.2(1)   Specimen Stock Certificate.

4.3(1)   Second Amended and Restated Investor Rights Agreement, date August 27,
         1996, between the Registrant and certain investors, as amended 
          October 22, 1996.

4.4(1)   Indenture between Registrant and The Bank of New York dated October 1,
          1996.

4.5(1)   Warrant Agreement between Registrant and The Bank of New York dated
          October 22, 1996.

4.6(1)   Notes Registration Rights Agreement between Registrant and Smith
          Barney Inc. dated October 22, 1996.

4.7(1)   Warrant Registration Rights Agreement between Registrant and Smith
          Barney Inc. dated October 22, 1996.

5.1      Opinion of Cooley Godward LLP.

<PAGE>

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1     Power of Attorney.  Reference is made to Signature Page.

99.1     Form of Stock Option outside the 1997 Equity Incentive Plan.

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

(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
    as amended through the date hereof and incorporated herein by reference.

                                     UNDERTAKINGS

(d)      The undersigned registrant hereby undertakes:

    a.   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;

         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 
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) (Section 230.424(b) of this chapter) 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)(i) and (a)(ii) do not apply 
if the registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the issuer pursuant to section 13 or 
section 15(d) of the Exchange Act that are incorporated by reference in the 
registration statement.

    b.   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 herein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

    c.   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.

(e)      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 Section 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 herein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.

<PAGE>


(f)      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 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 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.

<PAGE>


                                      SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bellevue, State of Washington, on July 9, 1997.

                                  COINSTAR, INC.

                                  By:    /S/ JENS H. MOLBAK     
                                     -------------------------------------
                                         Jens H. Molbak
                                      President and Chief Executive Officer


                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Jens H. Molbak and Kirk A. Collamer, 
and each or any one of them, 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 thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in connection therewith, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, or their 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>

          SIGNATURE                   TITLE                  DATE
<S>                           <C>                           <C>
  /S/    JENS H. MOLBAK       President, Chief Executive        July 9, 1997
----------------------------  Officer and Director   
         Jens H. Molbak    

 /S/     KIRK A. COLLAMER     Vice President and Chief          July 9, 1997
----------------------------  Financial Officer   
         Kirk A. Collamer    

 /S/     GEORGE H. CLUTE      Director                          July 9, 1997
----------------------------  
         George H. Clute     

 /S/     LARRY A. HODGES      Director                          July 9, 1997
----------------------------  
         Larry A. Hodges     

 /S/     DAVID E. STITT       Director                          July 9, 1997
----------------------------  
         David E. Stitt 

 /S/     RONALD A. WEINSTEIN  Director                          July 9, 1997
----------------------------  
         Ronald A. Weinstein 

</TABLE>

<PAGE>

                                    EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
--------   -----------

4.1(1)     Amended and Restated Certificate of Incorporation of Registrant.

4.2(1)     Amended and Restated Bylaws of Registrant.

4.2(1)     Specimen Stock Certificate.

4.3(1)     Second Amended and Restated Investor Rights Agreement, date 
           August 27,1996, between the Registrant and certain investors, 
           as amended October 22, 1996.

4.4(1)     Indenture between Registrant and The Bank of New York dated 
           October 1, 1996.

4.5(1)     Warrant Agreement between Registrant and The Bank of New York dated
           October 22, 1996.

4.6(1)     Notes Registration Rights Agreement between Registrant and 
           Smith Barney Inc. dated October 22, 1996.

4.7(1)     Warrant Registration Rights Agreement between Registrant and 
           Smith Barney Inc. dated October 22, 1996.

5.1        Opinion of Cooley Godward LLP.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1       Power of Attorney.  Reference is made to Signature Page.

99.1       Form of Stock Option outside the 1997 Equity Incentive Plan.

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

(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
    as amended through the date hereof and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22845}]
{"company-data": {"conformed-name": "COINSTAR INC", "cik": "0000941604", "assigned-sic": "7200", "irs-number": "943156448", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30985", "film-number": "97638387"}, "business-address": {"street1": "13231 S E 36TH STREET", "street2": "SUITE 200", "city": "BELLEVUE", "state": "WA", "zip": "98006", "phone": "2066446789"}, "mail-address": {"street1": "13231 S E 36TH STREET", "street2": "SUITE 200", "city": "BELLEVUE", "state": "WA", "zip": "98006"}}
As filed with the Securities and Exchange Commission on July 9, 1997  
                                                Registration No. 333-_____

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                  ------------------
                                           
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                                           
                                  ------------------
                                           
                                    COINSTAR, INC.
                (Exact name of registrant as specified in its charter)
                                           
                                  ------------------
                                           
               DELAWARE                         94-3156448
         (State of Incorporation) (I.R.S. Employer Identification No.)
                                 -------------------
                                           
                                 13231 SE 36TH STREET
                                      SUITE 200
                              BELLEVUE, WASHINGTON 98006
                                    (206) 644-6789
            (Address and telephone number of principal executive offices)
                                           
                                 -------------------
                                           
                             1997 EQUITY INCENTIVE PLAN,
                            EMPLOYEE STOCK PURCHASE PLAN,
                 1997 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN, AND
             STOCK OPTIONS ISSUED OUTSIDE THE 1997 EQUITY INCENTIVE PLAN
                                           
                              (Full title of the plans)
                                           
                                 --------------------
                                           
                                    JENS H. MOLBAK
                        PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                    COINSTAR, INC.
                                 13231 SE 36TH STREET
                                      SUITE 200
                              BELLEVUE, WASHINGTON 98006
                                    (206) 644-6789
       (Name, address, including zip code, and telephone number, including 
                           area code, of agent for service)
                                ---------------------
                                      COPIES TO:
                                MARK P. TANOURY, ESQ.
                            STEPHANIE A. ANAGNOSTOU, ESQ.
                              JAMES F. FULTON, JR., ESQ.
                                  COOLEY GODWARD LLP
                                 3000 SAND HILL ROAD
                                BUILDING 3, SUITE 230
                          MENLO PARK, CALIFORNIA 94025-7116
                                    (415) 843-5000
                                ---------------------
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------
PROPOSED             PROPOSED 
TITLE OF SECURITIES TO   AMOUNT TO BE          MAXIMUM              MAXIMUM             AMOUNT OF
   BE REGISTERED          REGISTERED      OFFERING PRICE PER   AGGREGATE OFFERING    REGISTRATION FEE
                                                SHARE              PRICE (1)
Common Stock (par        2,982,213 shares    $0.25-$10.50      $26,264,825           $7,959
value $.001)
-----------------------------------------------------------------------------

    (1)  Estimated solely for the purpose of calculating the amount of the 
registration fee pursuant to Rule 457(a) under the Securities Act of 1933.  
The price per share and aggregate offering price are based upon (a) the 
actual exercise price for shares subject to outstanding stock options 
previously granted under the Registrant's 1997 Equity Incentive Plan (the 
"Equity Plan"); (b) the actual exercise price for shares subject to 
outstanding stock options previously granted to certain officers and 
directors outside of the Equity Plan; (c) for shares issuable under the 
Company's Employee Stock Purchase Plan calculated on the basis of 85% of the 
initial public offering price of $ 10.50; and (d) for shares issuable under 
the Equity Plan and the 1997 Non-Employee Directors' Stock Option Plan (the 
"Directors' Plan") calculated on the basis of the initial public offering 
price of $ 10.50.  The following chart shows the calculation of the 
Registration fee.

                           NUMBER OF      OFFERING PRICE      AGGREGATE
     SECURITIES             SHARES           PER SHARE      OFFERING PRICE

Common Stock issuable       921,900        $0.25-$10.00      $ 5,225,538
pursuant to outstanding
options under the 1997
Equity Incentive Plan

Common Stock available    1,720,313              $10.50      $18,063,287
for grant under the 1997
Equity Incentive Plan

Common Stock available      200,000              $ 8.93      $ 1,786,000
for issuance under the
Employee Stock Purchase
Plan

Common Stock available      100,000              $10.50      $ 1,050,000
for issuance under the
1997 Non-Employee  
Directors' Stock Option
Plan

Common Stock issuable        40,000              $ 3.50      $   140,000
pursuant to outstanding 
options outside the
1997 Equity Incentive Plan

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

    Approximate date of commencement of proposed sale to the public:  As soon 
as practicable after this Registration Statement becomes effective.
INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by Coinstar, Inc., a Delaware corporation 
(the "Company" or the "Registrant") with the Securities and Exchange 
Commission (the "Commission") are incorporated by reference into this 
Registration Statement:

    (a)  The Company's Registration Statement on Form S-1 (No. 333-26843) and 
the prospectus filed with the Commission pursuant to Rule 424(b)(4) under the 
Securities Act of 1933, as amended (the "Securities Act"), that contains audited
financial statements for the Company's latest fiscal year for which such 
statements have been filed; 

    (b)  A description of the Company's Common Stock, which is contained in 
the Form 8-A Registration Statement filed by the Company with the Commission 
on May 9, 1997 as amended through the date hereof; and

    (c)  All reports and other documents subsequently filed by the Company 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange 
Act of 1934, as amended (the "Exchange Act") 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 of this 
registration statement from the date of the filing of such reports and 
documents.  

                              DESCRIPTION OF SECURITIES

Not applicable.

                        INTERESTS OF NAMED EXPERTS AND COUNSEL

     The validity of the issuance of the Common Stock offered pursuant to the 
1997 Equity Incentive Plan, the Employee Stock Purchase Plan, the 1997 
Non-Employee Directors' Stock Option Plan and the options to purchase up to 
40,000 shares of Common Stock granted to certain officers and directors of 
the Registrant outside the foregoing plans will be passed upon for the 
Company by its counsel, Cooley Godward LLP.  Certain partners and associates 
of Cooley Godward LLP beneficially own 35,020 shares of Common Stock of the 
Company.

                      INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Under Section 145 of the Delaware General Corporation Law, the 
Registrant has broad powers to indemnify its Directors and officers against 
liabilities they may incur in such capacities, including liabilities under 
the Securities Act of 1933, as amended (the "Securities Act").

     The Registrant's Amended and Restated Certificate of Incorporation and 
By-laws include provisions to (i) eliminate the personal liability of its 
directors for monetary damages resulting from breaches of their fiduciary 
duty to the extent permitted by Section 102(b)(7) of the General Corporation 
Law of Delaware (the "Delaware Law") and (ii) require the Registrant to 
indemnify its Directors and officers to the fullest extent permitted by 
Section 145 of the Delaware Law, including circumstances in which 
indemnification is otherwise discretionary. Pursuant to Section 145 of the 
Delaware Law, a corporation generally has the power to indemnify its present 
and former directors, officers, employees and agents against expenses 
incurred by them in connection with any suit to which they are or are 
threatened to be made, a party by reason of their serving in such positions 
so long as they acted in good faith and in a manner they reasonably believed 
to be in or not opposed to, the best interests of the corporation and with 
respect to any criminal action, they had no reasonable cause to believe their 
conduct was unlawful.  The Registrant believes that these provisions are 
necessary to attract and retain qualified persons as Directors and officers.  
These provisions do not eliminate the Directors' duty of care, and, in 
appropriate circumstances, equitable remedies such as injunctive or other 
forms of non-monetary relief will remain available under Delaware Law.  In 
addition, each Director will continue to be subject to liability for breach 
of the Director's duty of loyalty to the Registrant, for acts or omissions 
not in good faith or involving
intentional misconduct, for knowing violations of law, for acts or omissions 
that the Director believes to be contrary to the best interests of the 
Registrant or its stockholders, for any transaction from which the Director 
derived an improper personal benefit, for acts or omissions involving a 
reckless disregard for the Director's duty to the Registrant or its 
stockholders when the Director was aware or should have been aware of a risk 
of serious injury to the Registrant or its stockholders, for acts or 
omissions that constitute an unexcused pattern of inattention that amounts to 
an abdication of the Director's duty to the Registrant or its stockholders, 
for improper transactions between the Director and the Registrant and for 
improper distributions to stockholders and loans to Directors and officers.  
The provision also does not affect a Director's responsibilities under any 
other law, such as the federal securities law or state or federal 
environmental laws.

    The Registrant has entered into indemnity agreements with each of its
Directors and executive officers that require the Registrant to indemnify such
persons against expenses, judgments, fines, settlements and other amounts
incurred (including expenses of a derivative action) in connection with any
proceeding, whether actual or threatened, to which any such person may be made a
party by reason of the fact that such person is or was a Director or an
executive officer of the Registrant or any of its affiliated enterprises,
provided that such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Registrant and, with respect to any criminal proceeding, had no reasonable cause
to believe his conduct was unlawful.  The indemnification agreements also set
forth certain procedures that will apply in the event of a claim for
indemnification thereunder.

     At present, there is no pending litigation or proceeding involving a 
Director or officer of the Registrant as to which indemnification is being 
sought nor is the Registrant aware of any threatened litigation that may 
result in claims for indemnification by any officer or Director.

     The Registrant has an insurance policy covering the officers and 
Directors of the Registrant with respect to certain liabilities, including 
liabilities arising under the Securities Act or otherwise.

                         EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

                                       EXHIBITS

NUMBER   DESCRIPTION
4.1(1)   Amended and Restated Certificate of Incorporation of Registrant.

4.2(1)   Amended and Restated Bylaws of Registrant.

4.2(1)   Specimen Stock Certificate.

4.3(1)   Second Amended and Restated Investor Rights Agreement, date August 27,
         1996, between the Registrant and certain investors, as amended 
          October 22, 1996.

4.4(1)   Indenture between Registrant and The Bank of New York dated October 1,
          1996.

4.5(1)   Warrant Agreement between Registrant and The Bank of New York dated
          October 22, 1996.

4.6(1)   Notes Registration Rights Agreement between Registrant and Smith
          Barney Inc. dated October 22, 1996.

4.7(1)   Warrant Registration Rights Agreement between Registrant and Smith
          Barney Inc. dated October 22, 1996.

5.1      Opinion of Cooley Godward LLP.
23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1     Power of Attorney.  Reference is made to Signature Page.

99.1     Form of Stock Option outside the 1997 Equity Incentive Plan.

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

(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
    as amended through the date hereof and incorporated herein by reference.

                                     UNDERTAKINGS

(d)      The undersigned registrant hereby undertakes:

    a.   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;

         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 
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) (Section 230.424(b) of this chapter) 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)(i) and (a)(ii) do not apply 
if the registration statement is on Form S-3 or Form S-8 and the information 
required to be included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the issuer pursuant to section 13 or 
section 15(d) of the Exchange Act that are incorporated by reference in the 
registration statement.

    b.   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 herein, and the 
offering of such securities at that time shall be deemed to be the initial 
bona fide offering thereof.

    c.   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.

(e)      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 Section 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 herein, and 
the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof.
(f)      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 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 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.
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bellevue, State of Washington, on July 9, 1997.

                                  COINSTAR, INC.

                                  By:    /S/ JENS H. MOLBAK     
                                     -------------------------------------
                                         Jens H. Molbak
                                      President and Chief Executive Officer

                                  POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Jens H. Molbak and Kirk A. Collamer, 
and each or any one of them, 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 thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, granting unto said 
attorneys-in-fact and agents, and each of them, full power and authority to 
do and perform each and every act and thing requisite and necessary to be 
done in connection therewith, as fully to all intents and purposes as he 
might or could do in person, hereby ratifying and confirming all that said 
attorneys-in-fact and agents, or any of them, or their 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. 

          SIGNATURE                   TITLE                  DATE
/S/    JENS H. MOLBAK       President, Chief Executive        July 9, 1997
----------------------------  Officer and Director   
         Jens H. Molbak    

 /S/     KIRK A. COLLAMER     Vice President and Chief          July 9, 1997
----------------------------  Financial Officer   
         Kirk A. Collamer    

 /S/     GEORGE H. CLUTE      Director                          July 9, 1997
----------------------------  
         George H. Clute     

 /S/     LARRY A. HODGES      Director                          July 9, 1997
----------------------------  
         Larry A. Hodges     

 /S/     DAVID E. STITT       Director                          July 9, 1997
----------------------------  
         David E. Stitt 

 /S/     RONALD A. WEINSTEIN  Director                          July 9, 1997
----------------------------  
         Ronald A. Weinstein
EXHIBIT INDEX
EXHIBIT
NUMBER     DESCRIPTION
--------   -----------

4.1(1)     Amended and Restated Certificate of Incorporation of Registrant.

4.2(1)     Amended and Restated Bylaws of Registrant.

4.2(1)     Specimen Stock Certificate.

4.3(1)     Second Amended and Restated Investor Rights Agreement, date 
           August 27,1996, between the Registrant and certain investors, 
           as amended October 22, 1996.

4.4(1)     Indenture between Registrant and The Bank of New York dated 
           October 1, 1996.

4.5(1)     Warrant Agreement between Registrant and The Bank of New York dated
           October 22, 1996.

4.6(1)     Notes Registration Rights Agreement between Registrant and 
           Smith Barney Inc. dated October 22, 1996.

4.7(1)     Warrant Registration Rights Agreement between Registrant and 
           Smith Barney Inc. dated October 22, 1996.

5.1        Opinion of Cooley Godward LLP.

23.1       Consent of Deloitte & Touche LLP.

23.2       Consent of Cooley Godward LLP.  Reference is made to Exhibit 5.1.

24.1       Power of Attorney.  Reference is made to Signature Page.

99.1       Form of Stock Option outside the 1997 Equity Incentive Plan.

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

(1) Filed as an exhibit to the Form S-1 Registration Statement (No. 333-26843),
    as amended through the date hereof and incorporated herein by reference.