<PAGE>   1

<TABLE>
<S>                                                                                              <C>
As filed with the Securities and Exchange Commission on May 2, 2000                           Registration No. 333-______________
</TABLE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

        DELAWARE                                             52-2213841
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            1009 Commerce Park Drive
                           Oak Ridge, Tennessee 37830
                    (Address of principal executive offices)

              PICTUREWORKS TECHNOLOGY, INC. 1994 STOCK OPTION PLAN
              PICTUREWORKS TECHNOLOGY, INC. 1996 STOCK OPTION PLAN
              PICTUREWORKS TECHNOLOGY, INC. 1997 STOCK OPTION PLAN

                            (Full Title of the Plans)

                                JAMES M. PHILLIPS
                      Chairman and Chief Executive Officer
                          Internet Pictures Corporation
                            1009 Commerce Park Drive
                           Oak Ridge, Tennessee 37830
                                 (423) 482-3000
            (Name, address and telephone number of agent for service)

                                (with copies to:)
                              J. Porter Durham, Jr.
                       Baker, Donelson, Bearman & Caldwell
                              1800 Republic Centre
                               633 Chestnut Street
                          Chattanooga, Tennessee 37450
                                 (423) 209-4198

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
    -----------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES TO BE REGISTERED       AMOUNT TO BE      OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION
                                                REGISTERED              SHARE                  PRICE                  FEE
    -----------------------------------------------------------------------------------------------------------------------------

    <S>                                     <C>                  <C>                     <C>                      <C>
    Common Stock, $.001 par value           452,960 shares(1)        $ 15.50(2)              $7,020,880(2)          $1,853.51(1)(2)
    -----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 par value           578,883 shares(3)        $ 15.50(2)              $8,972,687(2)          $2,368.79(2)(3)
    -----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 par value           306,702 shares(4)        $ 15.50(2)              $4,753,881(2)          $1,255.02(2)(4)
    -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      This figure represents the number of shares of common stock of the
         Registrant (the "Common Stock") authorized and registered hereby under
         the PictureWorks Technology, Inc. 1994 Stock Option Plan (the "1994
         Plan").

(2)      Estimated solely for the purpose of determining the amount of the
         registration fee. Such estimate has been calculated in accordance with
         Rules 457(c) and 457(h) under the Securities Act of 1933 (the "1933
         Act"), as amended, and are based upon the average high and low sales
         prices of the Registrant's Common Stock as reported on the National
         Market of the Nasdaq Stock Market on April 28, 2000.

(3)      This figure represents the number of shares of Common Stock of the
         Registrant authorized and registered hereby under the PictureWorks
         Technology, Inc. 1996 Stock Option Plan (the "1996 Plan").

(4)      This figure represents the number of shares of Common Stock of the
         Registrant authorized and registered hereby under the PictureWorks
         Technology, Inc. 1997 Stock Option Plan (the "1997 Plan").

         Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
         Form S-8 shall be effective upon filing with the Commission.







<PAGE>   2


                                EXPLANATORY NOTE

         Pursuant to the Agreement and Plan of Merger dated as of March 6, 2000
between the Registrant, PictureWorks Technology, Inc. ("PictureWorks") and
Purple Sub, Inc. ("Purple Sub") (i) iPIX formed Purple Sub, a wholly-owned
subsidiary of the Registrant, (ii) Purple Sub merged with and into PictureWorks
(the "Merger") on March 31, 2000 (the "Effective Date"), (iii) PictureWorks
continues as the surviving corporation and (iv) as of the Effective Date,
PictureWorks became a wholly-owned subsidiary of the Registrant. As a result of
the merger between PictureWorks and Purple Sub, each share of common stock, par
value $0.001 of PictureWorks issuable pursuant to the Plans immediately prior to
the effective time of the Merger (the "Effective Time") was converted into the
right to receive 0.22648 shares of iPIX common stock, par value $0.001 (the
"Exchange Ratio") at the Effective Time and the Registrant assumed all
outstanding obligations to issue PictureWorks common stock under the 1994 Plan,
the 1996 Plan and the 1997 Plan (collectively referred to herein as the
"Plans").

         The Registrant hereby files this Registration Statement on Form S-8
relating to an aggregate of 1,338,545 shares of common stock, $0.001 par value
per share, of the Registrant, issuable pursuant to the Plans.


                                       2
<PAGE>   3

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference in this
Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K dated March 30, 2000.

(b)      The Registrant's Current Report on Form 8-K dated February 10, 2000.

(c)      The Registrant's Current Report on Form 8-K dated March 14, 2000.

(d)      The Registrant's Registration Statement on Form S-1, File No.
         333-32680, filed with the Commission on March 17, 2000, Amendment
         No. 1 thereto filed with the Commission on April 7, 2000, and Amendment
         No. 2 thereto filed with the Commission on April 24, 2000.

(e)      The Registrant's Registration Statement on Form S-8, File No.
         333-33358, filed with the Commission on March 27, 2000.

(f)      The Registrant's Current Report on Form 8-K dated April 6, 2000.

(g)      The Registrant's Definitive Proxy Statement filed with Commission on
         April 24, 2000.

(h)      All other reports filed by the Registrant pursuant to Sections 13(a) or
         15(d) of the Securities Act of 1934 (the "1934 Act"), since December
         31, 1999.

(i)      The description of the Registrant's common stock set forth under the
         caption "Description of Capital Stock" on page 54 contained in the
         Registrant's Amendment No. 2 to the Registration Statement on Form S-1
         (File No. 333-32680), filed with the Commission on April 24, 2000.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 thereof from the date of
filing of such documents.


                                       3
<PAGE>   4

ITEM 4.  DESCRIPTION OF SECURITIES

         No response is required to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         No response is required to this item.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant has adopted provisions in its certificate of
incorporation that eliminates the personal liability of its directors for
monetary damages arising from a breach of their fiduciary duties in certain
circumstances to the fullest extent permitted by law. Additionally, the
Registrant's certificate of incorporation and bylaws provide that it will
indemnify its directors, officers, employees or agents for any liability
incurred in their official capacity to the maximum extent permissible under
Delaware General Corporation Law (the "DGCL"). Under Delaware law, a corporation
may indemnify any person made or threatened to be made a party to any action or
proceeding (other than shareholder derivative suits) because he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation, as a director, officer, employee or agent of
another corporation or firm. In order to be indemnified, the director, officer,
employee or agent must (i) act in good faith and in a manner he or she
reasonably believed to be in, and not opposed to, the best interest of the
corporation and (ii) in respect to a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

         In the case of shareholder derivative suits under Delaware law, the
corporation may also indemnify if the director, officer, employee or agent acted
in good faith and in a manner the director reasonably believed to be in, and not
opposed to, the best interest of the corporation. Unless a court finds that an
individual is fairly and reasonably entitled to indemnity, the corporation
cannot indemnify an individual in shareholder derivative suits where there is
any claim, issue or matter in which the individual has been found liable to the
corporation.

         Under the DGCL, a corporation must indemnify a director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because of his or her position as a director or officer for expenses
actually or reasonably incurred by the person. Expenses incurred by an officer
or director in defending any civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. The indemnification and expense advancement provisions under
Delaware law described above are not exclusive of other rights of
indemnification and advancement that a director or officer may be granted by a
corporation in its bylaws or by a vote of shareholders or disinterested
directors or by an agreement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No response is required to this item.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>

Exhibit Number    Description
--------------    -----------
<S>               <C>
4.1               PictureWorks Technology, Inc. 1994 Stock Option Plan (1)
4.2               PictureWorks Technology, Inc. 1996 Stock Option Plan (2)
4.3               PictureWorks Technology, Inc. 1997 Stock Option Plan (3)
5                 Opinion of Baker, Donelson, Bearman & Caldwell
23.1              Consent of Baker, Donelson, Bearman & Caldwell (contained in
                  Exhibit 5)
23.2              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of Internet Pictures Corporation
23.3              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of Interactive Pictures Corporation
23.4              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of PictureWorks Technology, Inc.
24                Power of Attorney (Included on signature page)
</TABLE>

(1)  All references to shares of common stock presented in this document do not
     reflect a 500:1 stock split effected in June 1995, a 2:1 stock split
     effected in March 1996 and the Exchange Ratio.

(2)  All references to shares of common stock presented in this document do not
     reflect the Exchange Ratio.

(3)  All references to shares of common stock presented in this document do not
     reflect an increase by 900,000 in the number of shares authorized under the
     1997 Stock Option Plan effected in January 2000 and the Exchange Ratio.

                                       4
<PAGE>   5
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 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 1933
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 the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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 1933
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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                           [SIGNATURE PAGE TO FOLLOW]


                                       5
<PAGE>   6

                                   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 Oak Ridge, State of Tennessee, on the 24th day of
April, 2000.

                           INTERNET PICTURES CORPORATION


                           By: /s/ James M. Phillips
                               ----------------------------------------------
                                   James M. Phillips, Chairman and Chief
                                   Executive Officer

                           POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Phillips, John J. Kalec and
Matthew S. Heiter his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all 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 said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, 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 below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

           NAME                                       TITLE                                   DATE

<S>                                      <C>                                              <C>
/s/ James M. Phillips                    Chairman and Chief Executive Officer             April 24, 2000
-----------------------------
James M. Phillips

/s/ John J. Kalec
-----------------------------            Vice President and Chief Financial Officer       April 15, 2000
John J. Kalec                            (Principal Accounting Officer)

/s/ Laban P. Jackson, Jr.
-----------------------------            Director                                         April 15, 2000
Laban P. Jackson, Jr.

/s/ Leonard B. McCurdy
-----------------------------            Director                                         April 16, 2000
Leonard B. McCurdy

/s/ John S. Hendricks
-----------------------------            Director                                         April 25, 2000
John S. Hendricks

/s/ Kevin B. McCurdy
-----------------------------            Director                                         April 17, 2000
Kevin B. McCurdy

/s/ John S. Moragne
-----------------------------            Director                                         April 24, 2000
John S. Moragne

/s/ John H. Trezevant
-----------------------------            Director                                         April 19, 2000
John H. Trezevant

/s/ Michael D. Easterly
-----------------------------            Director                                         April 17, 2000
Michael D. Easterly
</TABLE>


                                       6
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{"company-data": {"conformed-name": "INTERNET PICTURES CORP", "cik": "0001088022", "assigned-sic": "7389", "irs-number": "522213841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36068", "film-number": "616608"}, "business-address": {"street1": "1009 COMMERCE PARK DR", "city": "OAK RIDGE", "state": "TN", "zip": "37830", "phone": "8654823000"}, "mail-address": {"street1": "1009 COMMERCE PARK DR", "city": "OAK RIDGE", "state": "TN", "zip": "37830"}, "former-company": {"former-conformed-name": "BAMBOO COM INC", "date-changed": "19990604"}}
1
As filed with the Securities and Exchange Commission on May 2, 2000                           Registration No. 333-______________
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

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

        DELAWARE                                             52-2213841
(State of Incorporation)                    (I.R.S. Employer Identification No.)

                            1009 Commerce Park Drive
                           Oak Ridge, Tennessee 37830
                    (Address of principal executive offices)

              PICTUREWORKS TECHNOLOGY, INC. 1994 STOCK OPTION PLAN
              PICTUREWORKS TECHNOLOGY, INC. 1996 STOCK OPTION PLAN
              PICTUREWORKS TECHNOLOGY, INC. 1997 STOCK OPTION PLAN

                            (Full Title of the Plans)

                                JAMES M. PHILLIPS
                      Chairman and Chief Executive Officer
                          Internet Pictures Corporation
                            1009 Commerce Park Drive
                           Oak Ridge, Tennessee 37830
                                 (423) 482-3000
            (Name, address and telephone number of agent for service)

                                (with copies to:)
                              J. Porter Durham, Jr.
                       Baker, Donelson, Bearman & Caldwell
                              1800 Republic Centre
                               633 Chestnut Street
                          Chattanooga, Tennessee 37450
                                 (423) 209-4198
CALCULATION OF REGISTRATION FEE
    -----------------------------------------------------------------------------------------------------------------------------
                                                                  PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
    TITLE OF SECURITIES TO BE REGISTERED       AMOUNT TO BE      OFFERING PRICE PER      AGGREGATE OFFERING       REGISTRATION
                                                REGISTERED              SHARE                  PRICE                  FEE
    -----------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value           452,960 shares(1)        $ 15.50(2)              $7,020,880(2)          $1,853.51(1)(2)
    -----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 par value           578,883 shares(3)        $ 15.50(2)              $8,972,687(2)          $2,368.79(2)(3)
    -----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 par value           306,702 shares(4)        $ 15.50(2)              $4,753,881(2)          $1,255.02(2)(4)
    -----------------------------------------------------------------------------------------------------------------------------
(1)      This figure represents the number of shares of common stock of the
         Registrant (the "Common Stock") authorized and registered hereby under
         the PictureWorks Technology, Inc. 1994 Stock Option Plan (the "1994
         Plan").

(2)      Estimated solely for the purpose of determining the amount of the
         registration fee. Such estimate has been calculated in accordance with
         Rules 457(c) and 457(h) under the Securities Act of 1933 (the "1933
         Act"), as amended, and are based upon the average high and low sales
         prices of the Registrant's Common Stock as reported on the National
         Market of the Nasdaq Stock Market on April 28, 2000.

(3)      This figure represents the number of shares of Common Stock of the
         Registrant authorized and registered hereby under the PictureWorks
         Technology, Inc. 1996 Stock Option Plan (the "1996 Plan").

(4)      This figure represents the number of shares of Common Stock of the
         Registrant authorized and registered hereby under the PictureWorks
         Technology, Inc. 1997 Stock Option Plan (the "1997 Plan").

         Pursuant to Rule 462 of the 1933 Act, the Registration Statement on
         Form S-8 shall be effective upon filing with the Commission.
2

                                EXPLANATORY NOTE

         Pursuant to the Agreement and Plan of Merger dated as of March 6, 2000
between the Registrant, PictureWorks Technology, Inc. ("PictureWorks") and
Purple Sub, Inc. ("Purple Sub") (i) iPIX formed Purple Sub, a wholly-owned
subsidiary of the Registrant, (ii) Purple Sub merged with and into PictureWorks
(the "Merger") on March 31, 2000 (the "Effective Date"), (iii) PictureWorks
continues as the surviving corporation and (iv) as of the Effective Date,
PictureWorks became a wholly-owned subsidiary of the Registrant. As a result of
the merger between PictureWorks and Purple Sub, each share of common stock, par
value $0.001 of PictureWorks issuable pursuant to the Plans immediately prior to
the effective time of the Merger (the "Effective Time") was converted into the
right to receive 0.22648 shares of iPIX common stock, par value $0.001 (the
"Exchange Ratio") at the Effective Time and the Registrant assumed all
outstanding obligations to issue PictureWorks common stock under the 1994 Plan,
the 1996 Plan and the 1997 Plan (collectively referred to herein as the
"Plans").

         The Registrant hereby files this Registration Statement on Form S-8
relating to an aggregate of 1,338,545 shares of common stock, $0.001 par value
per share, of the Registrant, issuable pursuant to the Plans.

                                       2
3

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference in this
Registration Statement:

(a)      The Registrant's Annual Report on Form 10-K dated March 30, 2000.

(b)      The Registrant's Current Report on Form 8-K dated February 10, 2000.

(c)      The Registrant's Current Report on Form 8-K dated March 14, 2000.

(d)      The Registrant's Registration Statement on Form S-1, File No.
         333-32680, filed with the Commission on March 17, 2000, Amendment
         No. 1 thereto filed with the Commission on April 7, 2000, and Amendment
         No. 2 thereto filed with the Commission on April 24, 2000.

(e)      The Registrant's Registration Statement on Form S-8, File No.
         333-33358, filed with the Commission on March 27, 2000.

(f)      The Registrant's Current Report on Form 8-K dated April 6, 2000.

(g)      The Registrant's Definitive Proxy Statement filed with Commission on
         April 24, 2000.

(h)      All other reports filed by the Registrant pursuant to Sections 13(a) or
         15(d) of the Securities Act of 1934 (the "1934 Act"), since December
         31, 1999.

(i)      The description of the Registrant's common stock set forth under the
         caption "Description of Capital Stock" on page 54 contained in the
         Registrant's Amendment No. 2 to the Registration Statement on Form S-1
         (File No. 333-32680), filed with the Commission on April 24, 2000.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, 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 thereof from the date of
filing of such documents.

                                       3
4

ITEM 4.  DESCRIPTION OF SECURITIES

         No response is required to this item.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         No response is required to this item.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Registrant has adopted provisions in its certificate of
incorporation that eliminates the personal liability of its directors for
monetary damages arising from a breach of their fiduciary duties in certain
circumstances to the fullest extent permitted by law. Additionally, the
Registrant's certificate of incorporation and bylaws provide that it will
indemnify its directors, officers, employees or agents for any liability
incurred in their official capacity to the maximum extent permissible under
Delaware General Corporation Law (the "DGCL"). Under Delaware law, a corporation
may indemnify any person made or threatened to be made a party to any action or
proceeding (other than shareholder derivative suits) because he or she is or was
a director, officer, employee or agent of the corporation or is or was serving
at the request of the corporation, as a director, officer, employee or agent of
another corporation or firm. In order to be indemnified, the director, officer,
employee or agent must (i) act in good faith and in a manner he or she
reasonably believed to be in, and not opposed to, the best interest of the
corporation and (ii) in respect to a criminal proceeding, he or she had no
reasonable cause to believe that his or her conduct was unlawful.

         In the case of shareholder derivative suits under Delaware law, the
corporation may also indemnify if the director, officer, employee or agent acted
in good faith and in a manner the director reasonably believed to be in, and not
opposed to, the best interest of the corporation. Unless a court finds that an
individual is fairly and reasonably entitled to indemnity, the corporation
cannot indemnify an individual in shareholder derivative suits where there is
any claim, issue or matter in which the individual has been found liable to the
corporation.

         Under the DGCL, a corporation must indemnify a director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because of his or her position as a director or officer for expenses
actually or reasonably incurred by the person. Expenses incurred by an officer
or director in defending any civil or criminal proceeding may be paid by the
corporation in advance of the final disposition of the proceeding upon receipt
of an undertaking by or on behalf of the director or officer to repay the amount
if it is ultimately determined that he or she is not entitled to be indemnified
by the corporation. The indemnification and expense advancement provisions under
Delaware law described above are not exclusive of other rights of
indemnification and advancement that a director or officer may be granted by a
corporation in its bylaws or by a vote of shareholders or disinterested
directors or by an agreement.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         No response is required to this item.

ITEM 8.  EXHIBITS
Exhibit Number    Description
--------------    -----------
4.1               PictureWorks Technology, Inc. 1994 Stock Option Plan (1)
4.2               PictureWorks Technology, Inc. 1996 Stock Option Plan (2)
4.3               PictureWorks Technology, Inc. 1997 Stock Option Plan (3)
5                 Opinion of Baker, Donelson, Bearman & Caldwell
23.1              Consent of Baker, Donelson, Bearman & Caldwell (contained in
                  Exhibit 5)
23.2              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of Internet Pictures Corporation
23.3              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of Interactive Pictures Corporation
23.4              Consent of PricewaterhouseCoopers LLP, Independent Accountants
                  of PictureWorks Technology, Inc.
24                Power of Attorney (Included on signature page)
(1)  All references to shares of common stock presented in this document do not
     reflect a 500:1 stock split effected in June 1995, a 2:1 stock split
     effected in March 1996 and the Exchange Ratio.

(2)  All references to shares of common stock presented in this document do not
     reflect the Exchange Ratio.

(3)  All references to shares of common stock presented in this document do not
     reflect an increase by 900,000 in the number of shares authorized under the
     1997 Stock Option Plan effected in January 2000 and the Exchange Ratio.

                                       4
5
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 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 1933
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 the purposes
of determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the 1934 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 1933
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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                           [SIGNATURE PAGE TO FOLLOW]

                                       5
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                                   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 Oak Ridge, State of Tennessee, on the 24th day of
April, 2000.

                           INTERNET PICTURES CORPORATION

                           By: /s/ James M. Phillips
                               ----------------------------------------------
                                   James M. Phillips, Chairman and Chief
                                   Executive Officer

                           POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James M. Phillips, John J. Kalec and
Matthew S. Heiter his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all 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 said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he might or could
do in person thereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitutes or substitute, 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 below by the following persons in the
capacities and on the date indicated.
NAME                                       TITLE                                   DATE
/s/ James M. Phillips                    Chairman and Chief Executive Officer             April 24, 2000
-----------------------------
James M. Phillips

/s/ John J. Kalec
-----------------------------            Vice President and Chief Financial Officer       April 15, 2000
John J. Kalec                            (Principal Accounting Officer)

/s/ Laban P. Jackson, Jr.
-----------------------------            Director                                         April 15, 2000
Laban P. Jackson, Jr.

/s/ Leonard B. McCurdy
-----------------------------            Director                                         April 16, 2000
Leonard B. McCurdy

/s/ John S. Hendricks
-----------------------------            Director                                         April 25, 2000
John S. Hendricks

/s/ Kevin B. McCurdy
-----------------------------            Director                                         April 17, 2000
Kevin B. McCurdy

/s/ John S. Moragne
-----------------------------            Director                                         April 24, 2000
John S. Moragne

/s/ John H. Trezevant
-----------------------------            Director                                         April 19, 2000
John H. Trezevant

/s/ Michael D. Easterly
-----------------------------            Director                                         April 17, 2000
Michael D. Easterly
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