<PAGE>

   As filed with the Securities and Exchange Commission on February 25, 2000

                                                      Registration No. 333-_____

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                            ----------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                             DIGIMARC CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

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

     Delaware                                                    93-1170830
                                                              ------------------
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                      19801 S.W. 72nd Avenue, Suite 250
                            Tualatin, Oregon 97062
                   (Address of Principal Executive Offices)

                Digimarc Corporation 1995 Stock Incentive Plan
                Digimarc Corporation 1999 Stock Incentive Plan
            Digimarc Corporation 1999 Employee Stock Purchase Plan
                           (Full Title of the Plan)

            -----------------------------------------------------
                                  Bruce Davis
                     President and Chief Executive Officer
                             Digimarc Corporation
                       19801 S.W. 72nd Avenue, Suite 250
                            Tualatin, Oregon 97062
                    (Name and Address of Agent for Service)

                                (503) 885-9699
         (Telephone Number, Including Area Code, of Agent For Service)

                                With a copy to:

                             Gavin B. Grover, Esq.
                            Morrison & Foerster LLP
                               425 Market Street
                        San Francisco, California 94105
                                (415) 268-7000

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================
                                                        Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price       Aggregate Offering        Registration
to be Registered                Registered            Per Share(1)               Price                   Fee
-------------------------------------------------------------------------------------------------------------------
<S>                            <C>                  <C>                 <C>                        <C>

Common Stock, $.001 par        2,400,000 (2)           $52.25               $125,400,000            $33,105.60
value per share

Common Stock, $.001 par        1,500,000 (3)           $52.25               $ 78,375,000            $20,691.00
value per share

Common Stock, $.001 par          625,000 (4)           $52.25               $ 32,656,250            $ 8,621.25
value per share
</TABLE>

================================================================================
(1)  Calculated solely for purposes of this offering under Rule 457(h) under the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low price per share of Digimarc Corporation's Common Stock on the
     Nasdaq National Market on February 24, 2000.
(2)  To be issued in connection with the Digimarc Corporation 1995 Stock
     Incentive Plan, as amended.
(3)  To be issued in connection with the Digimarc Corporation 1999 Stock
     Incentive Plan.
(4)  To be issued in connection with the Digimarc Corporation 1999 Employee
     Stock Purchase Plan, as amended.
================================================================================

<PAGE>

                                    PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, filed on December 2, 1999.

     (b)  The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on December 1, 1999, including any
amendment or report filed for the purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                      II-1
<PAGE>

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under Section 145 of the General Corporation Law of the State of Delaware,
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. Article IX of the Registrant's Bylaws also provides for
mandatory indemnification of its directors, executive officers, employees and
agents to the fullest extent permissible under Delaware law.

     Section 8 of the Registrant's Amended and Restated Certificate of
Incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders. 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 any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

     The Registrant has entered into an agreement with each of its directors and
executive officers that requires the Registrant to indemnify such persons
against any expense, liability or loss, including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, amounts paid or to be paid in
settlement, any interest, assessments or other charges imposed thereon, and any
federal state, local or foreign taxes imposed as a result of the actual or
deemed receipt of any payment thereunder, paid or incurred in connection with
investigating, defending, being a witness in, or participating in, or preparing
for any of the foregoing in, any proceeding relating to any event or occurrence
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant in certain
capacities. The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.

     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

                                      II-2
<PAGE>

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 Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1  Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-1 (Commission File No. 333-87501)
          which became effective on December 1, 1999 (the "Registration
          Statement on Form S-1")).

     4.2  Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Registration Statement on Form S-1).

     5.1  Opinion of Morrison & Foerster LLP.

     23.1 Consent of KPMG LLP, Independent Certified Public Accountants.

     23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1 Power of Attorney (see signature page of this Registration Statement).

     99.1 Digimarc Corporation 1995 Stock Incentive Plan, as amended.

     99.2 Digimarc Corporation 1999 Stock Incentive Plan, including forms of
          agreements thereunder.

     99.3 Digimarc Corporation 1999 Employee Stock Purchase Plan, as amended,
          including forms of agreements thereunder.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

                                      II-3
<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;

               (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) if, in the aggregate, the
changes in volume and price represent no more than 20 percent 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 this 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 which remain unsold at the
termination of the offering (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act).

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

                                      II-4
<PAGE>

     (c)  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 indemnity provisions summarized in Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
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.

                                      II-5
<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 Tualatin, State of Oregon, on the 25 day of February 2000.


                                   DIGIMARC CORPORATION


                                   By: /s/ Bruce Davis
                                       ---------------------------------------
                                       Bruce Davis
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Bruce Davis
and E.K. Ranjit, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such person's 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 each said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
             Signature                           Title                             Date
             ---------                           -----                             ----
<S>                                <C>                                      <C>
/s/ Bruce Davis                    President, Chief Executive               February 25, 2000
--------------------------
Bruce Davis                        Officer and Director (Principal
                                   Executive Officer)

/s/ E.K. Ranjit                    Chief Financial Officer                  February 25, 2000
--------------------------
E.K. Ranjit                        (Principal Accounting Officer)
                                   and Secretary

/s/ Geoffrey Rhoads                Chief Technology Officer and             February 25, 2000
--------------------------
Geoffrey Rhoads                    Director

/s/ Philip Monego, Sr.             Chairman of the Board of Directors       February 25, 2000
--------------------------
</TABLE>

                                      II-6
<PAGE>

<TABLE>
<S>                                <C>                                      <C>
Philip Monego, Sr.                 Directors

/s/ Brian J. Grossi                Director                                 February 25, 2000
--------------------------
Brian J. Grossi

/s/ John Taysom                    Director                                 February 25, 2000
--------------------------
John Taysom
</TABLE>

                                      II-7
<PAGE>

EXHIBIT INDEX

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

   4.1    Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-1 (Commission File No. 333-87501)
          which became effective on December 1, 1999 (the "Registration
          Statement on Form S-1")).

   4.2    Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Registration Statement on Form S-1).

   5.1    Opinion of Morrison & Foerster LLP.

  23.1    Consent of KPMG LLP, Independent Certified Public Accountants.

  23.2    Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

  24.1    Power of Attorney (see signature page of this Registration Statement).

  99.1    Digimarc Corporation 1995 Stock Incentive Plan, as amended.

  99.2    Digimarc Corporation 1999 Stock Incentive Plan, including forms
          of agreements thereunder.

  99.3    Digimarc Corporation 1999 Employee Stock Purchase Plan, as amended,
          including forms of agreements thereunder.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21745}]
{"company-data": {"conformed-name": "DIGIMARC CORP", "cik": "0001089443", "assigned-sic": "7373", "irs-number": "931170830", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31114", "film-number": "553489"}, "business-address": {"street1": "ONE CENTERPOINE DR", "street2": "STE 500", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035", "phone": "5039682908"}, "mail-address": {"street1": "ONE CENTERPOINTE DR", "street2": "STE 500", "city": "LAKE OSWEGO", "state": "OR", "zip": "97035"}}
As filed with the Securities and Exchange Commission on February 25, 2000

                                                      Registration No. 333-_____

================================================================================
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549
                            ----------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

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

                             DIGIMARC CORPORATION
            (Exact name of Registrant as Specified in Its Charter)

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

     Delaware                                                    93-1170830
                                                              ------------------
(State or Other Jurisdiction                                  (I.R.S. Employer
of Incorporation or Organization)                            Identification No.)

                      19801 S.W. 72nd Avenue, Suite 250
                            Tualatin, Oregon 97062
                   (Address of Principal Executive Offices)

                Digimarc Corporation 1995 Stock Incentive Plan
                Digimarc Corporation 1999 Stock Incentive Plan
            Digimarc Corporation 1999 Employee Stock Purchase Plan
                           (Full Title of the Plan)

            -----------------------------------------------------
                                  Bruce Davis
                     President and Chief Executive Officer
                             Digimarc Corporation
                       19801 S.W. 72nd Avenue, Suite 250
                            Tualatin, Oregon 97062
                    (Name and Address of Agent for Service)

                                (503) 885-9699
         (Telephone Number, Including Area Code, of Agent For Service)

                                With a copy to:

                             Gavin B. Grover, Esq.
                            Morrison & Foerster LLP
                               425 Market Street
                        San Francisco, California 94105
                                (415) 268-7000

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

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================
                                                        Proposed               Proposed
                                  Amount                Maximum                 Maximum               Amount of
Title of Securities                to be             Offering Price       Aggregate Offering        Registration
to be Registered                Registered            Per Share(1)               Price                   Fee
-------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par        2,400,000 (2)           $52.25               $125,400,000            $33,105.60
value per share

Common Stock, $.001 par        1,500,000 (3)           $52.25               $ 78,375,000            $20,691.00
value per share

Common Stock, $.001 par          625,000 (4)           $52.25               $ 32,656,250            $ 8,621.25
value per share
================================================================================
(1)  Calculated solely for purposes of this offering under Rule 457(h) under the
     Securities Act of 1933, as amended, on the basis of the average of the high
     and low price per share of Digimarc Corporation's Common Stock on the
     Nasdaq National Market on February 24, 2000.
(2)  To be issued in connection with the Digimarc Corporation 1995 Stock
     Incentive Plan, as amended.
(3)  To be issued in connection with the Digimarc Corporation 1999 Stock
     Incentive Plan.
(4)  To be issued in connection with the Digimarc Corporation 1999 Employee
     Stock Purchase Plan, as amended.
================================================================================
PART I

                          INFORMATION REQUIRED IN THE
                           SECTION 10(a) PROSPECTUS

       The documents containing the information specified in Part 1 of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

     (a)  The Registrant's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, filed on December 2, 1999.

     (b)  The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), on December 1, 1999, including any
amendment or report filed for the purpose of updating such description.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

                                      II-1
Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.

Item 6.   Indemnification of Directors and Officers.

     Under Section 145 of the General Corporation Law of the State of Delaware,
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. Article IX of the Registrant's Bylaws also provides for
mandatory indemnification of its directors, executive officers, employees and
agents to the fullest extent permissible under Delaware law.

     Section 8 of the Registrant's Amended and Restated Certificate of
Incorporation provides that the liability of its directors for monetary damages
shall be eliminated to the fullest extent permissible under Delaware law.
Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors' fiduciary duty of care to the Registrant
and its stockholders. 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 any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the federal
securities laws or state or federal environmental laws.

     The Registrant has entered into an agreement with each of its directors and
executive officers that requires the Registrant to indemnify such persons
against any expense, liability or loss, including attorneys' fees, judgments,
fines, ERISA excise taxes and penalties, amounts paid or to be paid in
settlement, any interest, assessments or other charges imposed thereon, and any
federal state, local or foreign taxes imposed as a result of the actual or
deemed receipt of any payment thereunder, paid or incurred in connection with
investigating, defending, being a witness in, or participating in, or preparing
for any of the foregoing in, any proceeding relating to any event or occurrence
by reason of the fact that such person is or was a director or officer of the
Registrant, or is or was serving at the request of the Registrant in certain
capacities. The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.

     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

                                      II-2
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 Registrant has obtained a policy of directors' and officers' liability
insurance that insures the Company's directors and officers against the cost of
defense, settlement or payment of a judgment under certain circumstances.

Item 7.   Exemption From Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1  Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-1 (Commission File No. 333-87501)
          which became effective on December 1, 1999 (the "Registration
          Statement on Form S-1")).

     4.2  Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Registration Statement on Form S-1).

     5.1  Opinion of Morrison & Foerster LLP.

     23.1 Consent of KPMG LLP, Independent Certified Public Accountants.

     23.2 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

     24.1 Power of Attorney (see signature page of this Registration Statement).

     99.1 Digimarc Corporation 1995 Stock Incentive Plan, as amended.

     99.2 Digimarc Corporation 1999 Stock Incentive Plan, including forms of
          agreements thereunder.

     99.3 Digimarc Corporation 1999 Employee Stock Purchase Plan, as amended,
          including forms of agreements thereunder.

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

                                      II-3
(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;

               (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) if, in the aggregate, the
changes in volume and price represent no more than 20 percent 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 this 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 with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this 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 which remain unsold at the
termination of the offering (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act).

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

                                      II-4
(c)  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 indemnity provisions summarized in Item 6
above or otherwise, the Registrant has been advised that in the opinion of the
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.

                                      II-5
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 Tualatin, State of Oregon, on the 25 day of February 2000.

                                   DIGIMARC CORPORATION

                                   By: /s/ Bruce Davis
                                       ---------------------------------------
                                       Bruce Davis
                                       President and Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Bruce Davis
and E.K. Ranjit, with full power to act alone, as his or her true and lawful
attorney-in-fact, with the power of substitution, for and in such person's 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 each said
attorney-in-fact full power and authority to do and perform each and every act
and thing requisite and necessary to be done as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that each said attorney-in-fact 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/ Bruce Davis                    President, Chief Executive               February 25, 2000
--------------------------
Bruce Davis                        Officer and Director (Principal
                                   Executive Officer)

/s/ E.K. Ranjit                    Chief Financial Officer                  February 25, 2000
--------------------------
E.K. Ranjit                        (Principal Accounting Officer)
                                   and Secretary

/s/ Geoffrey Rhoads                Chief Technology Officer and             February 25, 2000
--------------------------
Geoffrey Rhoads                    Director

/s/ Philip Monego, Sr.             Chairman of the Board of Directors       February 25, 2000
--------------------------
II-6
Philip Monego, Sr.                 Directors

/s/ Brian J. Grossi                Director                                 February 25, 2000
--------------------------
Brian J. Grossi

/s/ John Taysom                    Director                                 February 25, 2000
--------------------------
John Taysom
II-7
EXHIBIT INDEX

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

   4.1    Amended and Restated Certificate of Incorporation of the Registrant
          (incorporated by reference to Exhibit 3.1 to the Registrant's
          Registration Statement on Form S-1 (Commission File No. 333-87501)
          which became effective on December 1, 1999 (the "Registration
          Statement on Form S-1")).

   4.2    Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to
          the Registration Statement on Form S-1).

   5.1    Opinion of Morrison & Foerster LLP.

  23.1    Consent of KPMG LLP, Independent Certified Public Accountants.

  23.2    Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).

  24.1    Power of Attorney (see signature page of this Registration Statement).

  99.1    Digimarc Corporation 1995 Stock Incentive Plan, as amended.

  99.2    Digimarc Corporation 1999 Stock Incentive Plan, including forms
          of agreements thereunder.

  99.3    Digimarc Corporation 1999 Employee Stock Purchase Plan, as amended,
          including forms of agreements thereunder.