content: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ----------------------
  
                               OBIE MEDIA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
            Oregon                                                93-0966515
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
                        4211 W. 11th Avenue, Eugene, OR 97402
            (Address of Principal Executive Offices, including Zip Code)
  
                         RESTATED 1996 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                    BRIAN B. OBIE
            CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                               Obie Media Corporation
                        4211 W. 11th Avenue, Eugene, OR 97402
                           (Address of agent for service)
  
                                   (541) 686-8400
            (Telephone Number, Including Area Code, of agent for service)
                               ----------------------
  
                                      Copy to:
                                Gustavo J. Cruz, Jr.
                              Davis Wright Tremaine LLP
                          1300 SW Fifth Avenue, Suite 2300
                             Portland, Oregon 97204-5682
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ========================== ================== ====================== ====================== ======================
  Title of Securities to     Amount to be       Proposed Maximum       Proposed Maximum       Amount of
  be Registered              Registered         Offering Price Per     Aggregate Offering     Registration Fee
                                                Share(1)               Price
  -------------------------- ------------------ ---------------------- ---------------------- ----------------------
  <S>                           <C>                     <C>                 <C>                      <C>
  Common Stock,                 319,300 shares          $3.56               $1,136,708.00            $144.02
  no par value
  ========================== ================== ====================== ====================== ======================
  </TABLE>
  
  (1)  Estimated in accordance with Rule 457(h) under the Security Act of 1933
       solely for the purpose of calculating the registration fee. The computation
       is based on the average of the high and low sale prices of the common stock
       as reported on June 2, 2004.
  
  
                                                                       Page 1 of 8
  <PAGE>
                                       PART I.
  
                             INFORMATION REQUIRED IN THE
  
                              SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.(1)
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(2)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  --------
  (1)  Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
       of Form S-8.
  
  (2)  Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
       of Form S-8.
  
  
  
                                                                       Page 2 of 8
  <PAGE>
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents previously filed by us with the Securities and Exchange
  Commission are incorporated by reference into this registration statement:
  
           (a)      Our Annual Report on Form 10-K for the fiscal year ended
                    November 30, 2003;
  
           (b)      Our Current Reports on Form 8-K dated January 15, 2004 and
                    October 31, 2003, except to the extent that information
                    therein is furnished and not filed with the Securities and
                    Exchange Commission;
  
           (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the fiscal year covered by
                    the registrant document referred to in (a) above; and
  
           (d)      The description of our common stock to be offered hereby is
                    contained in our Form S-1 filed on May 26, 1999, and
                    amendments to Form S-1 filed on July 13, 1999, and August 5,
                    1999 with the Securities and Exchange Commission.
  
  All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, 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 in the registration statement and to be part
  thereof from the date of filing of such documents. Copies of these documents are
  not required to be filed with the registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable. The securities offered hereby are registered pursuant to Section
  12 of the Exchange Act.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The Registrant has authority under applicable provisions of the Oregon Revised
  Statutes to indemnify its directors and officers to the extent of those
  statutes. The Registrant's Restated Articles of Incorporation and Restated
  Bylaws, both dated as of November 11, 1996, contain additional indemnification
  provisions for the benefit of certain directors and officers of the Registrant.
  
  
  
  
  
  
  
  
                                                                       Page 3 of 8
  <PAGE>
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  Exhibit
  Number            Description
  -------           -----------
  
  4.1               Restated 1996 Stock Incentive Plan
  4.2               First Amendment to Restated 1996 Stock Incentive Plan
  4.3               Second Amendment to Restated 1996 Stock Incentive Plan
  5.1               Opinion of Davis Wright Tremaine LLP regarding legality
  23.1              Consent of Davis Wright Tremaine LLP, contained in opinion
                    filed as Exhibit 5.1
  23.2              Consent of PricewaterhouseCoopers LLP
  24.1              Power of Attorney (see signature page)
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                                                       Page 4 of 8
  <PAGE>
  ITEM 9.  UNDERTAKINGS.
  
           (a)      We hereby undertake:
  
                    (1)      To file, during any period in which offeres or sales
                             are being made, a post-effective amendment to this
                             registration statement 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.
  
                    (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
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      We hereby undertake that, for purposes of determining any
                    liability under the Securities Act, each filing of our 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 the 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 ours pursuant to Oregon law, our
                    Articles of Incorporation or the Bylaws, Indemnification
                    Agreements entered into between us and our officers and
                    directors, or otherwise, we have 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 us 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 hereunder, we 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 5 of 8
  <PAGE>
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Eugene, State of Oregon, on the 3rd day of June,
  2004.
  
                                      OBIE MEDIA CORPORATION
  
  
  
                                      By:   /s/ Brian B. Obie
                                          ----------------------------------------
                                            Brian B. Obie, Chairman of the Board
                                            President, and Chief Executive Officer
  
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of OBIE MEDIA CORPORATION,
  hereby severally and individually constitute and appoint Brian B. Obie and Gary
  L. Livesay, and each of them, as true and lawful attorneys in fact for the
  undersigned, in any and all capacities, with full power of substitution, to sign
  any and all amendments to this Registration Statement (including post-effective
  amendments), and to file the same with exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorneys in fact, 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 and
  about the premises, as fully to all intents and purposes as he or she might or
  could do in person, hereby ratifying and confirming all that said attorneys in
  fact, or any of them, may lawfully do or cause to be done by virtue of this
  appointment.
  
           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/ BRIAN B. OBIE          President, Chief Executive Officer and        6/3/04
  ------------------
  Brian B. Obie              Chairman of the Board (Principal Executive
                             Officer)
  
  /s/ GARY L. LIVESAY        Chief Financial Officer (Principal            6/3/04
  --------------------
  Gary L. Livesay            Financial and Accounting Officer)
  
  /s/ RICHARD C. WILLIAMS    Director                                      6/3/04
  ------------------------
  Richard C. Williams
  
  /s/ RANDALL C. PAPE        Director                                      6/3/04
  --------------------
  
  
                                                                       Page 6 of 8
  <PAGE>
  Randall C. Pape
  
  /s/ STEPHEN A. WENDELL     Director                                      6/3/04
  ----------------------
  Stephen A. Wendell
  
  /s/ DELORES M. MORD        Director                                      6/3/04
  -------------------
  Delores M. Mord
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                                                       Page 7 of 8
  <PAGE>
                                  INDEX TO EXHIBITS
  
  
     Exhibit                                                        Sequentially
     Number               Description                               Numbered Pages
     -------              -----------                               --------------
  
       4.1         Restated 1996 Stock Incentive Plan                     11
  
       4.2         First Amendment to Restated 1996 Stock Incentive
                   Plan                                                    1
  
       4.3         Second Amendment to Restated 1996 Stock
                   Incentive Plan                                          1
  
       5.1         Opinion of Davis Wright Tremaine LLP regarding
                   legality                                                2
  
      23.1         Consent of Davis Wright Tremaine LLP, contained
                   in opinion filed as Exhibit 5.1                         2
  
      23.2         Consent of PricewaterhouseCoopers LLP                   1
  
      24.1         Power of Attorney (see signature page)                  1
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                                                       Page 8 of 8
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "omc_s8sip-40604.txt", "secsgml_size_bytes": 15200}]
metadata_filer: {"company-data": {"conformed-name": "OBIE MEDIA CORP", "cik": "0001025169", "assigned-sic": "7310", "irs-number": "930966515", "state-of-incorporation": "OR", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116523", "film-number": "04865973"}, "business-address": {"street1": "4211 W 11TH AVE", "city": "EUGENE", "state": "OR", "zip": "97402", "phone": "5416868400"}, "mail-address": {"street1": "4211 W 11TH AVE", "city": "EUGENE", "state": "OR", "zip": "97402"}}
text: SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                               ----------------------
                                      FORM S-8
  
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                               ----------------------
  
                               OBIE MEDIA CORPORATION
               (Exact Name of Registrant as Specified in Its Charter)
  
            Oregon                                                93-0966515
  (State or Other Jurisdiction of                              (I.R.S. Employer
  Incorporation or Organization)                              Identification No.)
  
                        4211 W. 11th Avenue, Eugene, OR 97402
            (Address of Principal Executive Offices, including Zip Code)
  
                         RESTATED 1996 STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
  
                                    BRIAN B. OBIE
            CHAIRMAN OF THE BOARD, PRESIDENT, AND CHIEF EXECUTIVE OFFICER
                               Obie Media Corporation
                        4211 W. 11th Avenue, Eugene, OR 97402
                           (Address of agent for service)
  
                                   (541) 686-8400
            (Telephone Number, Including Area Code, of agent for service)
                               ----------------------
  
                                      Copy to:
                                Gustavo J. Cruz, Jr.
                              Davis Wright Tremaine LLP
                          1300 SW Fifth Avenue, Suite 2300
                             Portland, Oregon 97204-5682
  
                           CALCULATION OF REGISTRATION FEE
  ========================== ================== ====================== ====================== ======================
  Title of Securities to     Amount to be       Proposed Maximum       Proposed Maximum       Amount of
  be Registered              Registered         Offering Price Per     Aggregate Offering     Registration Fee
                                                Share(1)               Price
  -------------------------- ------------------ ---------------------- ---------------------- ----------------------
  Common Stock,                 319,300 shares          $3.56               $1,136,708.00            $144.02
  no par value
  ========================== ================== ====================== ====================== ======================
  (1)  Estimated in accordance with Rule 457(h) under the Security Act of 1933
       solely for the purpose of calculating the registration fee. The computation
       is based on the average of the high and low sale prices of the common stock
       as reported on June 2, 2004.
  
                                                                       Page 1 of 8
  PART I.
  
                             INFORMATION REQUIRED IN THE
  
                              SECTION 10(A) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.(1)
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.(2)
  
  --------
  (1)  Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
       of Form S-8.
  
  (2)  Information required by Part I to be contained in the Section 10(a)
       prospectus is omitted from this Registration Statement in accordance with
       Rule 428 of the Securities Act of 1933, as amended, and the Note to Part 1
       of Form S-8.
  
                                                                       Page 2 of 8
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents previously filed by us with the Securities and Exchange
  Commission are incorporated by reference into this registration statement:
  
           (a)      Our Annual Report on Form 10-K for the fiscal year ended
                    November 30, 2003;
  
           (b)      Our Current Reports on Form 8-K dated January 15, 2004 and
                    October 31, 2003, except to the extent that information
                    therein is furnished and not filed with the Securities and
                    Exchange Commission;
  
           (c)      All other reports filed pursuant to Section 13(a) or 15(d) of
                    the Exchange Act since the end of the fiscal year covered by
                    the registrant document referred to in (a) above; and
  
           (d)      The description of our common stock to be offered hereby is
                    contained in our Form S-1 filed on May 26, 1999, and
                    amendments to Form S-1 filed on July 13, 1999, and August 5,
                    1999 with the Securities and Exchange Commission.
  
  All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
  15(d) of the Securities Exchange Act of 1934, 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 in the registration statement and to be part
  thereof from the date of filing of such documents. Copies of these documents are
  not required to be filed with the registration statement.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable. The securities offered hereby are registered pursuant to Section
  12 of the Exchange Act.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  Not applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  The Registrant has authority under applicable provisions of the Oregon Revised
  Statutes to indemnify its directors and officers to the extent of those
  statutes. The Registrant's Restated Articles of Incorporation and Restated
  Bylaws, both dated as of November 11, 1996, contain additional indemnification
  provisions for the benefit of certain directors and officers of the Registrant.
  
                                                                       Page 3 of 8
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  Exhibit
  Number            Description
  -------           -----------
  
  4.1               Restated 1996 Stock Incentive Plan
  4.2               First Amendment to Restated 1996 Stock Incentive Plan
  4.3               Second Amendment to Restated 1996 Stock Incentive Plan
  5.1               Opinion of Davis Wright Tremaine LLP regarding legality
  23.1              Consent of Davis Wright Tremaine LLP, contained in opinion
                    filed as Exhibit 5.1
  23.2              Consent of PricewaterhouseCoopers LLP
  24.1              Power of Attorney (see signature page)
  
                                                                       Page 4 of 8
  ITEM 9.  UNDERTAKINGS.
  
           (a)      We hereby undertake:
  
                    (1)      To file, during any period in which offeres or sales
                             are being made, a post-effective amendment to this
                             registration statement 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.
  
                    (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
                             post-effective amendment any of the securities being
                             registered which remain unsold at the termination of
                             the offering.
  
           (b)      We hereby undertake that, for purposes of determining any
                    liability under the Securities Act, each filing of our 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 the 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 ours pursuant to Oregon law, our
                    Articles of Incorporation or the Bylaws, Indemnification
                    Agreements entered into between us and our officers and
                    directors, or otherwise, we have 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 us 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 hereunder, we 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 5 of 8
  SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Eugene, State of Oregon, on the 3rd day of June,
  2004.
  
                                      OBIE MEDIA CORPORATION
  
                                      By:   /s/ Brian B. Obie
                                          ----------------------------------------
                                            Brian B. Obie, Chairman of the Board
                                            President, and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           We, the undersigned officers and directors of OBIE MEDIA CORPORATION,
  hereby severally and individually constitute and appoint Brian B. Obie and Gary
  L. Livesay, and each of them, as true and lawful attorneys in fact for the
  undersigned, in any and all capacities, with full power of substitution, to sign
  any and all amendments to this Registration Statement (including post-effective
  amendments), and to file the same with exhibits thereto and other documents in
  connection therewith, with the Securities and Exchange Commission, granting unto
  said attorneys in fact, 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 and
  about the premises, as fully to all intents and purposes as he or she might or
  could do in person, hereby ratifying and confirming all that said attorneys in
  fact, or any of them, may lawfully do or cause to be done by virtue of this
  appointment.
  
           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/ BRIAN B. OBIE          President, Chief Executive Officer and        6/3/04
  ------------------
  Brian B. Obie              Chairman of the Board (Principal Executive
                             Officer)
  
  /s/ GARY L. LIVESAY        Chief Financial Officer (Principal            6/3/04
  --------------------
  Gary L. Livesay            Financial and Accounting Officer)
  
  /s/ RICHARD C. WILLIAMS    Director                                      6/3/04
  ------------------------
  Richard C. Williams
  
  /s/ RANDALL C. PAPE        Director                                      6/3/04
  --------------------
  
                                                                       Page 6 of 8
  Randall C. Pape
  
  /s/ STEPHEN A. WENDELL     Director                                      6/3/04
  ----------------------
  Stephen A. Wendell
  
  /s/ DELORES M. MORD        Director                                      6/3/04
  -------------------
  Delores M. Mord
  
                                                                       Page 7 of 8
  INDEX TO EXHIBITS
  
     Exhibit                                                        Sequentially
     Number               Description                               Numbered Pages
     -------              -----------                               --------------
  
       4.1         Restated 1996 Stock Incentive Plan                     11
  
       4.2         First Amendment to Restated 1996 Stock Incentive
                   Plan                                                    1
  
       4.3         Second Amendment to Restated 1996 Stock
                   Incentive Plan                                          1
  
       5.1         Opinion of Davis Wright Tremaine LLP regarding
                   legality                                                2
  
      23.1         Consent of Davis Wright Tremaine LLP, contained
                   in opinion filed as Exhibit 5.1                         2
  
      23.2         Consent of PricewaterhouseCoopers LLP                   1
  
      24.1         Power of Attorney (see signature page)                  1
  
                                                                       Page 8 of 8