================================================================================



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933



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

                Oregon                                    93-0886359
       (STATE OF INCORPORATION)             (I.R.S. EMPLOYER IDENTIFICATION NO.)

  1411 S.W. Morrison Street, Suite 400
             Portland, Oregon                                97205
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)


                               GARDENBURGER, INC.
                           401(k) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLAN)



                                RICHARD C. DIETZ
   Executive Vice President, Chief Financial Officer, Secretary, and Treasurer
                               Gardenburger, Inc.
                      1411 S.W. Morrison Street, Suite 400
                             Portland, Oregon 97205
                            Telephone: (503) 205-1500
          (NAME AND ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

================================================================================


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

                                     PROPOSED       PROPOSED
TITLE OF                             MAXIMUM        MAXIMUM
SECURITIES            AMOUNT         OFFERING       AGGREGATE        AMOUNT OF
TO BE                 TO BE           PRICE          OFFERING      REGISTRATION
REGISTERED          REGISTERED       PER SHARE        PRICE            FEE
--------------------------------------------------------------------------------

Common Stock,
 no par value
(1)                10,000 shares        (2)        $66,250 (2)       $17.50
--------------------------------------------------------------------------------

(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan referenced herein,
     as well as such indefinite additional number of shares as may be issued as
     a result of stock dividends and splits.
(2)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
     the registration fee have been computed based on the average of the high
     and low per share sales prices, $6.625, reported for the Common Stock on
     the Nasdaq National Stock Market on December 8, 1999.

================================================================================

<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1998.

          (b) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 1999, and June 30, 1999.

          (c) The registrant's current reports on Form 8-K filed with the
Commission on January 28, 1999, April 1, 1999, and July 23, 1999.

          (d) Registration Statement on Form 8-A dated June 23, 1992, as
supplemented by the description of the registrant's common stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

          All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          INDEMNIFICATION

          ORS 60.367, a section of the Oregon Business Corporation Act (the
"Act"), provides that any director held liable for an unlawful distribution in
violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for the
amount the shareholder accepted knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

          Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation (an "Indemnitee") shall be indemnified by the corporation (unless
the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the proceeding
if the Indemnitee is wholly successful, on the merits or otherwise, or if

                                      II-1
<PAGE>

ordered by a court of competent jurisdiction. In addition, under said sections a
corporation is permitted to indemnify an Indemnitee against liability incurred
in a proceeding if (i) the Indemnitee's conduct was in good faith and in a
manner he or she reasonably believed was in the corporation's best interests or
at least not opposed to its best interests, (ii) the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful if the proceeding
was a criminal proceeding, (iii) the Indemnitee was not adjudged liable to the
corporation if the proceeding was by or in the right of the corporation, and
(iv) the Indemnitee was not adjudged liable on the basis that he or she
improperly received a personal benefit. Indemnification in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

          The registrant's Restated Articles of Incorporation do not contain any
provisions regarding indemnification. Section 10.1 of the registrant's 1995
Restated Bylaws, as amended, provides that the registrant shall indemnify its
directors and officers to the fullest extent not prohibited by law, including,
but not limited to, the Act.

          The registrant's Restated Articles of Incorporation provide for the
elimination of personal liability of directors to the registrant or its
shareholders for monetary damages for conduct as a director to the full extent
permitted by the Act. Under Section 60.047 of the Act, a corporation may not
eliminate or limit the liability of a director for: (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distribution under Section 60.367 of the
Act, or (iv) any transaction from which the director derived an improper
personal benefit.

          The registrant has entered into indemnity agreements with each of its
current directors. The agreements provide that the registrant will hold harmless
and indemnify the director against any liability (as defined) or expense (as
defined), including attorney fees, incurred in any threatened, pending or
completed actions, suits or proceedings, involving the director by reason of the
fact that he or she is or was a director of the registrant to the broadest and
maximum extent permitted by Oregon law (including the Act).

          INSURANCE

          The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them for their wrongful acts in
such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page II-7.

          Pursuant to Item 8(b) of Form S-8, the registrant undertakes that it
will submit the plan, as amended, referenced herein to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the
IRS in order to qualify such plan under Section 401 of the Internal Revenue
Code. The shares of the registrant's Common Stock available for investment under
the plan will be purchased in the open market.

                                      II-2
<PAGE>


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 ("Securities Act");

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

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in the registration statement.

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

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered 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, 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.

          (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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The

                                      II-3
<PAGE>

undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.




















                                      II-4

<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 Portland, state of Oregon, as of the 13th day of
December, 1999.

                                    GARDENBURGER, INC.
                                    (Registrant)


                                    By /s/Richard C. Dietz
                                       ----------------------------------------
                                         Richard C. Dietz
                                         Executive Vice President,
                                          Chief Financial Officer,
                                          Secretary and Treasurer

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated as of the 13th day of December, 1999.

                 SIGNATURE                                    TITLE
PRINCIPAL EXECUTIVE OFFICER:

LYLE G. HUBBARD*                                President and Chief Executive
                                                Officer and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:


/s/Richard C. Dietz
-------------------------------------------
Richard C. Dietz
                                                Executive Vice President, Chief
                                                Financial Officer, Secretary and
                                                Treasurer

A MAJORITY OF THE BOARD OF DIRECTORS:

KYLE A. ANDERSON*                               Director
ALEXANDER P. COLEMAN*
                                                Director
JASON M. FISH*
                                                Director
RONALD C. KESSELMAN*
                                                Director
RICHARD L. MAZER*
                                                Director
MARY O. MCWILLIAMS*
                                                Director
MICHAEL L. RAY*
                                                Director
E. KAY STEPP*
                                                Chairman of the Board

                                      II-5
<PAGE>


PAUL F. WENNER*                                 Founder, Chief Creative Officer,
                                                 and Director

*By /s/Richard C. Dietz
    ---------------------------------------
    Richard C. Dietz, Attorney-in-Fact

The Plan.

          Pursuant to the requirements of the Securities Act of 1933, the
Gardenburger, Inc., 401(k) Profit Sharing Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Portland, state of Oregon, on the 13th day of
December, 1999.

                                      GARDENBURGER, INC., 401(k) PROFIT
                                      SHARING PLAN


                                      By /s/Peter Shipp
                                         ------------------------------------
                                         Peter Shipp
                                         Representative of Plan Administrator




                                      II-6

<PAGE>


                                INDEX TO EXHIBITS


     4.1  The registrant's Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999.

     4.2  The registrant's 1995 Restated Bylaws as amended July 13, 1999.

     4.3  Amended and Restated Rights Agreement dated as of July 15, 1999,
between the registrant and First Chicago Trust Company of New York.

     23   Consent of Arthur Andersen LLP.

     24   Power of attorney of officers and directors.


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








                                      II-7
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================================================================================

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

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

                Oregon                                    93-0886359
       (STATE OF INCORPORATION)             (I.R.S. EMPLOYER IDENTIFICATION NO.)

  1411 S.W. Morrison Street, Suite 400
             Portland, Oregon                                97205
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                  (ZIP CODE)

                               GARDENBURGER, INC.
                           401(k) PROFIT SHARING PLAN
                            (FULL TITLE OF THE PLAN)

                                RICHARD C. DIETZ
   Executive Vice President, Chief Financial Officer, Secretary, and Treasurer
                               Gardenburger, Inc.
                      1411 S.W. Morrison Street, Suite 400
                             Portland, Oregon 97205
                            Telephone: (503) 205-1500
          (NAME AND ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

================================================================================

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

                                     PROPOSED       PROPOSED
TITLE OF                             MAXIMUM        MAXIMUM
SECURITIES            AMOUNT         OFFERING       AGGREGATE        AMOUNT OF
TO BE                 TO BE           PRICE          OFFERING      REGISTRATION
REGISTERED          REGISTERED       PER SHARE        PRICE            FEE
--------------------------------------------------------------------------------

Common Stock,
 no par value
(1)                10,000 shares        (2)        $66,250 (2)       $17.50
--------------------------------------------------------------------------------

(1)  In addition, pursuant to Rule 416 under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan referenced herein,
     as well as such indefinite additional number of shares as may be issued as
     a result of stock dividends and splits.
(2)  Pursuant to Rule 457(h), the proposed maximum aggregate offering price and
     the registration fee have been computed based on the average of the high
     and low per share sales prices, $6.625, reported for the Common Stock on
     the Nasdaq National Stock Market on December 8, 1999.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

          (a) The registrant's annual report on Form 10-K for the year ended
December 31, 1998.

          (b) The registrant's quarterly reports on Form 10-Q for the quarters
ended March 31, 1999, and June 30, 1999.

          (c) The registrant's current reports on Form 8-K filed with the
Commission on January 28, 1999, April 1, 1999, and July 23, 1999.

          (d) Registration Statement on Form 8-A dated June 23, 1992, as
supplemented by the description of the registrant's common stock included as
Exhibit 99 to the registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.

          All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          Not applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          INDEMNIFICATION

          ORS 60.367, a section of the Oregon Business Corporation Act (the
"Act"), provides that any director held liable for an unlawful distribution in
violation of ORS 60.367 is entitled to contribution from (i) every other
director who voted for or assented to the distribution without complying with
the applicable statutory standards of conduct and (ii) each shareholder for the
amount the shareholder accepted knowing the distribution was made in violation
of the Act or the corporation's articles of incorporation.

          Under Sections 60.387 to 60.414 of the Act, a person who is made a
party to a proceeding because such person is or was an officer or director of a
corporation (an "Indemnitee") shall be indemnified by the corporation (unless
the corporation's articles of incorporation provide otherwise) against
reasonable expenses incurred by the Indemnitee in connection with the proceeding
if the Indemnitee is wholly successful, on the merits or otherwise, or if

                                      II-1
ordered by a court of competent jurisdiction. In addition, under said sections a
corporation is permitted to indemnify an Indemnitee against liability incurred
in a proceeding if (i) the Indemnitee's conduct was in good faith and in a
manner he or she reasonably believed was in the corporation's best interests or
at least not opposed to its best interests, (ii) the Indemnitee had no
reasonable cause to believe his or her conduct was unlawful if the proceeding
was a criminal proceeding, (iii) the Indemnitee was not adjudged liable to the
corporation if the proceeding was by or in the right of the corporation, and
(iv) the Indemnitee was not adjudged liable on the basis that he or she
improperly received a personal benefit. Indemnification in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

          The registrant's Restated Articles of Incorporation do not contain any
provisions regarding indemnification. Section 10.1 of the registrant's 1995
Restated Bylaws, as amended, provides that the registrant shall indemnify its
directors and officers to the fullest extent not prohibited by law, including,
but not limited to, the Act.

          The registrant's Restated Articles of Incorporation provide for the
elimination of personal liability of directors to the registrant or its
shareholders for monetary damages for conduct as a director to the full extent
permitted by the Act. Under Section 60.047 of the Act, a corporation may not
eliminate or limit the liability of a director for: (i) any breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) any unlawful distribution under Section 60.367 of the
Act, or (iv) any transaction from which the director derived an improper
personal benefit.

          The registrant has entered into indemnity agreements with each of its
current directors. The agreements provide that the registrant will hold harmless
and indemnify the director against any liability (as defined) or expense (as
defined), including attorney fees, incurred in any threatened, pending or
completed actions, suits or proceedings, involving the director by reason of the
fact that he or she is or was a director of the registrant to the broadest and
maximum extent permitted by Oregon law (including the Act).

          INSURANCE

          The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them for their wrongful acts in
such capacities.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.   EXHIBITS.

          The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located on page II-7.

          Pursuant to Item 8(b) of Form S-8, the registrant undertakes that it
will submit the plan, as amended, referenced herein to the Internal Revenue
Service (the "IRS") in a timely manner and will make all changes required by the
IRS in order to qualify such plan under Section 401 of the Internal Revenue
Code. The shares of the registrant's Common Stock available for investment under
the plan will be purchased in the open market.

                                      II-2
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 ("Securities Act");

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

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

          Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 ("Exchange Act") that are incorporated by
reference in the registration statement.

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

               (3) To remove from registration by means of a post-effective
amendment any of the securities being registered 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, 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.

          (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 provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The

                                      II-3
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.

                                      II-4
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 Portland, state of Oregon, as of the 13th day of
December, 1999.

                                    GARDENBURGER, INC.
                                    (Registrant)

                                    By /s/Richard C. Dietz
                                       ----------------------------------------
                                         Richard C. Dietz
                                         Executive Vice President,
                                          Chief Financial Officer,
                                          Secretary and Treasurer

                  Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities indicated as of the 13th day of December, 1999.

                 SIGNATURE                                    TITLE
PRINCIPAL EXECUTIVE OFFICER:

LYLE G. HUBBARD*                                President and Chief Executive
                                                Officer and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/Richard C. Dietz
-------------------------------------------
Richard C. Dietz
                                                Executive Vice President, Chief
                                                Financial Officer, Secretary and
                                                Treasurer

A MAJORITY OF THE BOARD OF DIRECTORS:

KYLE A. ANDERSON*                               Director
ALEXANDER P. COLEMAN*
                                                Director
JASON M. FISH*
                                                Director
RONALD C. KESSELMAN*
                                                Director
RICHARD L. MAZER*
                                                Director
MARY O. MCWILLIAMS*
                                                Director
MICHAEL L. RAY*
                                                Director
E. KAY STEPP*
                                                Chairman of the Board

                                      II-5
PAUL F. WENNER*                                 Founder, Chief Creative Officer,
                                                 and Director

*By /s/Richard C. Dietz
    ---------------------------------------
    Richard C. Dietz, Attorney-in-Fact

The Plan.

          Pursuant to the requirements of the Securities Act of 1933, the
Gardenburger, Inc., 401(k) Profit Sharing Plan has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Portland, state of Oregon, on the 13th day of
December, 1999.

                                      GARDENBURGER, INC., 401(k) PROFIT
                                      SHARING PLAN

                                      By /s/Peter Shipp
                                         ------------------------------------
                                         Peter Shipp
                                         Representative of Plan Administrator

                                      II-6
INDEX TO EXHIBITS

     4.1  The registrant's Restated Articles of Incorporation, incorporated by
reference to Exhibit 3.1 to the registrant's Form 10-Q Quarterly Report for the
quarter ended March 31, 1999.

     4.2  The registrant's 1995 Restated Bylaws as amended July 13, 1999.

     4.3  Amended and Restated Rights Agreement dated as of July 15, 1999,
between the registrant and First Chicago Trust Company of New York.

     23   Consent of Arthur Andersen LLP.

     24   Power of attorney of officers and directors.

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

                                      II-7