As filed with the Securities and Exchange Commission on June 8, 2004

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM S-8

BSQUARE CORPORATION

3150 139^th Avenue S.E., Suite 500
Bellevue, Washington 98005-4081
(Address of Principal Executive Offices) (Zip Code)

AMENDED AND RESTATED STOCK OPTION PLAN, AS AMENDED
(Full title of the plan)

Brian T. Crowley
President and Chief Executive Officer
3150 139th Avenue S.E., Suite 500
Bellevue, Washington 98005-4081
(Name and address of agent for service)

(425) 519-5900
(Telephone number, including area code, of agent for service)

Copies to:

Mark F. Worthington, Esq.
Summit Law Group, PLLC
315 Fifth Avenue South, Suite 1000
Seattle, Washington 98104

CALCULATION OF REGISTRATION FEE

Table of Contents

STATEMENT UNDER GENERAL INSTRUCTION E –

REGISTRATION OF

ADDITIONAL SECURITIES AND INCORPORATION BY REFERENCE

     This Registration Statement registers 1,500,000 additional shares of the registrant’s Common Stock authorized for issuance under the registrant’s Amended and Restated Stock Option Plan, as amended, as a result of the operation of the “evergreen” provision contained therein. Accordingly, the contents of the previous Registration Statements on Form S-8 (File No. 333-89333, File No. 333-70210, File No. 333-90848 and File No. 333-114104), including any amendments thereto or filings incorporated therein, are incorporated by reference into this Registration Statement, including periodic reports that the registrant filed after such Registration Statements on Form S-8 were filed to maintain current information about the registrant. The reports the registrant has most recently filed are listed below:

(a) The registrant’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2004, including portions of the registrant’s definitive Proxy Statement for the 2004 Annual Meeting of Shareholders incorporated therein by reference; and

(b) The registrant’s Quarterly Report on Form 10-Q, filed with the Commission on May 14, 2004.

     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date hereof and prior to the filing of a post-effective amendment which indicates that the securities offered hereby have been sold, or which deregisters the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

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

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

**      Incorporated by reference to Exhibit 10.1(e) of the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2003.

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 Bellevue, State of Washington, on the 19^th day of May, 2004.

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Brian T. Crowley and Scott C. Mahan, or either of them, his true and lawful attorney-in-fact and agent, with the power of substitution and resubstitution, for him in his name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and his agent or his substitutes, 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 indicated below on the 19^th day of May, 2004.

EXHIBIT INDEX

**      Incorporated by reference to Exhibit 10.1(e) of the registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2003.