S-8

As filed with the Securities and Exchange Commission on December 23, 2003

Registration No. 333-____________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Oregon	93-0945232
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(Address of principal executive offices, including zip code)

RadiSys Corporation 401(k) Savings Plan
(Full title of the plan)

Julia A. Harper
Chief Financial Officer, Vice President of Finance and Administration and Secretary
RadiSys Corporation
5445 NE Dawson Creek Drive
Hillsboro, Oregon 97124
(503) 615-1100
(Name, address and telephone number, including area code, of agent for service)

with a copy to:
Daniel W. Rabun
Baker & McKenzie
2001 Ross Avenue, Suite 2300
Dallas, Texas 75201

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)(3)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
401(k) SAVINGS PLAN   Common Stock, no par value	150,000 shares	$16.42	$2,463,000	$200

(1) The shares of common stock of RadiSys Corporation being registered consist of shares to be acquired in open market purchases under the employee benefit plan described herein.
(2) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 (c) and (h) under the Securities Act of 1933. The price is based upon the average of the high and low prices of RadiSys Corporation common stock on December 19, 2003, as reported on the Nasdaq National Market.
(3) Pursuant to Rule 416(c) 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 described herein.

EXPLANATORY STATEMENT

     This registration statement is filed pursuant to General Instruction E to Form S-8 by RadiSys Corporation, an Oregon corporation, in order to register 150,000 shares of common stock, which shares are in addition to those previously registered on the Registration Statement on Form S-8 (File No. 333-50584) filed with the Securities and Exchange Commission (the "Commission") on November 24, 2000, for use in connection with the RadiSys Corporation 401(k) Savings Plan (the "Plan"). The contents of the Registration Statement on Form S-8 (File No. 333-50584) previously filed with the Commission on November 24, 2000, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number
23	Consent of PricewaterhouseCoopers LLP
24	Powers of Attorney

     The registrant undertakes that the registrant will submit or has submitted the Plan and all amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on this 23rd day of December, 2003.

RADISYS CORPORATION
By:	/s/ Scott C. Grout
	Scott C. Grout, President, Chief Executive Officer and Director

     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 date indicated.

Name	Title	Date
/s/ Scott C. Grout Scott C. Grout	President, Chief Executive Officer and Director	December 23, 2003
/s/ Julia A. Harper Julia A. Harper	Chief Financial Officer, Vice President of Finance and Administration and Secretary	December 23, 2003
/s/ C. Scott Gibson* C. Scott Gibson	Chairman of the Board and Director	December 23, 2003
/s/ Ken J. Bradley* Ken J. Bradley	Director	December 23, 2003
/s/ Richard J. Faubert* Richard J. Faubert	Director	December 23, 2003
/s/ Dr. William W. Lattin* Dr. William W. Lattin	Director	December 23, 2003
/s/ Kevin C. Melia* Kevin C. Melia	Director	December 23, 2003
/s/ Carl W. Neun* Carl W. Neun	Director	December 23, 2003
/s/ Jean-Pierre D. Patkay* Jean-Pierre D. Patkay	Director	December 23, 2003
/s/ Jean-Claude Peterschmitt* Jean-Claude Peterschmitt	Director	December 23, 2003
* By /s/ Scott C. Grout Scott C. Grout, as attorney-in-fact

     Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the Plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hillsboro, State of Oregon, on December 23, 2003.

RADISYS CORPORATION 401(k) SAVINGS PLAN
By:	/s/ Julia A. Harper
	Julia A. Harper, Administrative Committee Member

EXHIBIT INDEX

Exhibit Number	Description
23	Consent of PricewaterhouseCoopers LLP
24	Powers of Attorney

EX-23

Exhibit 23

Consent of Independent Accountants

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 7, 2003, except for Note 22, as to which the date is March 24, 2003, and except for Note 23, as to which the date is December 22, 2003, relating to the consolidated financial statements, which appears on Form 8-K for the year ended December 31, 2002. We also consent to the incorporation by reference of our report dated March 7, 2003 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K.

We also consent to the incorporation by reference in this Registration Statement of our report dated April 25, 2003 relating to the financial statements, which appears in the Annual Report of RadiSys Corporation 401(k) Savings Plan on Form 11-K for the year ended December 31, 2002.

PricewaterhouseCoopers LLP

/s/ PricewaterhouseCoopers LLP

Portland, Oregon,
December 22, 2003

EX-24

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 10, 2003.

   /s/ C. Scott Gibson          

Signature

   C. Scott Gibson          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 16, 2003.

   /s/ Ken J. Bradley          

Signature

   Ken J. Bradley          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 18, 2003.

   /s/ Richard J. Faubert          

Signature

   Richard J. Faubert          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 11, 2003.

   /s/ Dr. William W. Lattin          

Signature

   Dr. William W. Lattin          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 16, 2003.

   /s/ Kevin C. Melia          

Signature

    Kevin C. Melia          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 17, 2003.

   /s/ Carl W. Neun          

Signature

    Carl W. Neun          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 15, 2003.

   /s/ Jean-Pierre D. Patkay          

Signature

    Jean-Pierre D. Patkay          

Type or Print Name

Exhibit 24

POWER OF ATTORNEY

(Form S-8 Registration Statement for RadiSys Corporation 401(k) Savings Plan)

     The undersigned, an officer and/or director of RadiSys Corporation (the "Company"), does hereby constitute and appoint Scott C. Grout and Julia A. Harper, and each of them, his true and lawful attorney and agent to do any and all acts and things and to execute in his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable the Company to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of the Company to be acquired pursuant to the Company's 401(k) Savings Plan, including specifically, but without limitation, power and authority to sign his name (whether on behalf of the Company or as an officer or director of the Company, or otherwise) to a Registration Statement on Form S-8 and any amendment thereto (including any post-effective amendment) or application for amendment thereto in respect to such Common Stock or any exhibits filed therewith; and to file the same with the Securities and Exchange Commission; and the undersigned does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

DATED: December 10, 2003.

   /s/ Jean-Claude Peterschmitt          

Signature

    Jean-Claude Peterschmitt          

Type or Print Name