As filed with the Securities and Exchange Commission on May 16, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                PHOTOworks, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)

                                   91-0964899
                      (I.R.S. Employer Identification No.)

              1260 16th Avenue West, Seattle, Washington 98119-3401
               (Address of Principal Executive Offices) (Zip Code)

       PHOTOWORKS, INC. 1999 STOCK INCENTIVE COMPENSATION PLAN, as amended

            PHOTOWORKS INC. INDIVIDUAL NONQUALIFIED OPTION AGREEMENTS

                            (Full Title of the Plan)

                                   Howard Lee
                      President and Chief Executive Officer
                                PhotoWorks, Inc.
                              1260 16th Avenue West
                         Seattle, Washington 98119-3401
                     (Name and Address of Agent for Service)

                                 (206) 281-1390
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= ======================= ======================= ====================== =======================
                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                           <C>                    <C>                      <C>                    <C>
     common stock,              1,290,000
  par value $0.01 (1)             shares                  $0.925               $1,193,250               $298.31
========================= ======================= ======================= ====================== =======================

(1) Also  includes  associated  "preferred  share  purchase  rights" to purchase
shares of common  stock  which are not  currently  separable  from the shares of
common stock and are not currently exercisable.

<PAGE>

(2) The  registration fee was calculated in accordance with Rule 457(h)(i) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of  common  stock  as of May 14,  2001,  as  determined  in
accordance with Rule 457(c) under the Act.

</TABLE>

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

     The shares being  registered  herein are additional  shares of common stock
authorized to be issued under  Registrant's  1999 Stock  Incentive  Compensation
Plan, as amended as of July 25, 2000 and December 20, 2000.

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by PhotoWorks,  Inc. (the "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

     (a)  Annual Report on Form 10-K for the year ended September 30, 2000;

     (b)  Quarterly  Reports on Form 10-Q for the  quarters  ended  December 30,
          2000 and March 31, 2001; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in its
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          January 27, 1987, as amended by the Registrant's Form 8-A/A filed with
          the  Commission on May 31, 1996 and the  description  of the preferred
          share  purchase  rights  contained  in  Item  1  of  the  Registrant's
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          December 17, 1999, and any amendments or reports filed for the purpose
          of updating these descriptions.

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

Item 4.  Description of Securities.

     Not Applicable

Item 5.  Interests of Named Experts and Counsel.

     None

Item 6.  Indemnification of Directors and Officers.

     Section 23B.08.320 of the Washington Business Corporations Act (the "WBCA")
permits a corporation  to limit its directors'  liability to the  corporation or
its  shareholders  for  monetary  damages for acts or  omissions  as a director,
except for (a) acts or omissions involving  intentional  misconduct or a knowing
violation of law, (b) certain  unlawful  distributions  or loans in violation of
Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)  transactions
whereby the director received an improper  personal  benefit.  Article XI of the
Registrant's  Third  Amended and  Restated  Articles of  Incorporation  contains
provisions limiting the liability of Registrant's directors to the Registrant or
its shareholders to the fullest extent permitted by Washington law.

     Sections  23B.08.500 through 23B.08.600 of the WBCA authorize a corporation
to indemnify  its  directors,  officers,  employees and agents  against  certain
liabilities they may incur in such  capacities,  including  liabilities  arising
under the  Securities  Act of 1933, as amended (the  "Securities  Act") provided
they acted in good  faith and in a manner  reasonably  believed  to be in or not
opposed to the best interests of the corporation. Article IX of the Registrant's
Amended and Restated  Bylaws requires the Registrant to indemnify its directors,
officers,  employees  and  other  agents  to the  fullest  extent  permitted  by
Washington law.

     The above discussion of the WBCA and the Registrant's  Amended and Restated
Bylaws and Third Amended and Restated  Articles of Incorporation is not intended
to be exhaustive  and is qualified in its entirety by reference to such statute,
the Amended and Restated  Bylaws and the Third Amended and Restated  Articles of
Incorporation, respectively.

                                       2
<PAGE>

Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits.

<TABLE>
<CAPTION>
Exhibit Number                  Exhibit
        <S>                     <C>
            4.1                 PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan, as amended as of
                                July 25, 2000.

            4.2                 PhotoWorks, Inc. Amendment No. 1 to 1999 Stock Incentive Compensation Plan

            4.3                 PhotoWorks Form of Nonqualified Option Agreement.

            4.4                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.5                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.6                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.7                 PhotoWorks, Inc. Nonqualified Option Agreement between the Company and
                                Ben Calica dated November 1, 2000.

            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).

           23.2                 Consent of Ernst & Young LLP, Independent Auditors.

           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).

</TABLE>

Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

                                       3
<PAGE>

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

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

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.


                                       4
<PAGE>


                                   Signatures

         The Registrant. 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 Seattle, State of Washington, on this ___ day of
April, 2001.

                                          PHOTOWORKS, INC.



                                          By:  /s/ Howard Lee
                                               Howard Lee, President and Chief
                                               Executive Officer

                                Power of Attorney

         Each person whose signature appears below constitutes and appoints Gary
R. Christophersen and Loran Cashmore Bond, or either of them, his true and
lawful attorney-in-fact, with the power of substitution and resubstitution, for
him in his name, place or 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
attorneys-in-fact and their agents or substitutes, may lawfully do or lawfully
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 and on the dates indicated.

<TABLE>
<CAPTION>
              Signature                                 Title                                       Date
<S>                                             <C>                                             <C>
/s/ Howard Lee                                  President, Chief Executive Officer and          April ___, 2001
-------------------------------                 Director (Principal Executive Officer)
Howard Lee

/s/ Gary Christophersen                         Chairman
-------------------------------
Gary Christophersen

/s/ Loran Cashmore Bon                          Chief Financial Officer (Principal Financial    April ___, 2001
-------------------------------                 and Accounting Officer)
Loran Cashmore Bond

/s/ Ross Chapin                                 Director                                        April 9, 2001
-------------------------------
Ross Chapin

/s/ Paul Goodrich                               Director                                        April 16, 2001
-------------------------------
Paul Goodrich

/s/ Matthew Kursh                               Director                                        April 9, 2001
-------------------------------
Matthew Kursh

/s/ Douglas A. Swerland                         Director                                        April 12, 2001
-------------------------------
Douglas A. Swerland

/s/ Craig Tall                                  Director                                        April 16, 2001
-------------------------------
Craig E. Tall

/s/ Peter H. van Oppen                          Director                                        April ___, 2001
-------------------------------
Peter H. van Oppen

</TABLE>

<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number                  Exhibit
        <S>                     <C>
            4.1                 PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan, as amended as of
                                July 25, 2000.

            4.2                 PhotoWorks, Inc. Amendment No. 1 to 1999 Stock Incentive Compensation Plan

            4.3                 PhotoWorks Form of Nonqualified Option Agreement.

            4.4                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.5                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.6                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.7                 PhotoWorks, Inc. Nonqualified Option Agreement between the Company and
                                Ben Calica dated November 1, 2000.

            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).

           23.2                 Consent of Ernst & Young LLP, Independent Auditors.

           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "photos8.txt", "description": "S-8", "secsgml_size_bytes": 17722}]
{"company-data": {"conformed-name": "PHOTOWORKS INC /WA", "cik": "0000791050", "assigned-sic": "7384", "irs-number": "910964899", "state-of-incorporation": "WA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61048", "film-number": "1641864"}, "business-address": {"street1": "1260 16TH AVE WEST", "city": "SEATTLE", "state": "WA", "zip": "98119", "phone": "2062811390"}, "mail-address": {"street1": "1260 16TH AVENUE WEST", "city": "SEATTLE", "state": "WA", "zip": "98119"}, "former-company": [{"former-conformed-name": "SEATTLE FILMWORKS INC", "date-changed": "19920703"}, {"former-conformed-name": "AMERICAN PASSAGE MARKETING CORP", "date-changed": "19890320"}]}
As filed with the Securities and Exchange Commission on May 16, 2001

                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                PHOTOworks, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                   Washington
                          (State or Other Jurisdiction
                        of Incorporation or Organization)

                                   91-0964899
                      (I.R.S. Employer Identification No.)

              1260 16th Avenue West, Seattle, Washington 98119-3401
               (Address of Principal Executive Offices) (Zip Code)

       PHOTOWORKS, INC. 1999 STOCK INCENTIVE COMPENSATION PLAN, as amended

            PHOTOWORKS INC. INDIVIDUAL NONQUALIFIED OPTION AGREEMENTS

                            (Full Title of the Plan)

                                   Howard Lee
                      President and Chief Executive Officer
                                PhotoWorks, Inc.
                              1260 16th Avenue West
                         Seattle, Washington 98119-3401
                     (Name and Address of Agent for Service)

                                 (206) 281-1390
          (Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ====================== =======================
                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,              1,290,000
  par value $0.01 (1)             shares                  $0.925               $1,193,250               $298.31
========================= ======================= ======================= ====================== =======================

(1) Also  includes  associated  "preferred  share  purchase  rights" to purchase
shares of common  stock  which are not  currently  separable  from the shares of
common stock and are not currently exercisable.
(2) The  registration fee was calculated in accordance with Rule 457(h)(i) under
the  Securities  Act of 1933,  as amended  (the "Act") based on the price of the
outstanding  shares  of  common  stock  as of May 14,  2001,  as  determined  in
accordance with Rule 457(c) under the Act.
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

     The shares being  registered  herein are additional  shares of common stock
authorized to be issued under  Registrant's  1999 Stock  Incentive  Compensation
Plan, as amended as of July 25, 2000 and December 20, 2000.

Item 3.  Incorporation of Documents by Reference.

     The following  documents filed by PhotoWorks,  Inc. (the "Registrant") with
the Securities and Exchange  Commission (the  "Commission")  are incorporated by
reference in this Registration Statement:

     (a)  Annual Report on Form 10-K for the year ended September 30, 2000;

     (b)  Quarterly  Reports on Form 10-Q for the  quarters  ended  December 30,
          2000 and March 31, 2001; and

     (c)  The  description  of the  Registrant's  Common Stock  contained in its
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          January 27, 1987, as amended by the Registrant's Form 8-A/A filed with
          the  Commission on May 31, 1996 and the  description  of the preferred
          share  purchase  rights  contained  in  Item  1  of  the  Registrant's
          Registration  Statement  on Form  8-A  filed  with the  Commission  on
          December 17, 1999, and any amendments or reports filed for the purpose
          of updating these descriptions.

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

Item 4.  Description of Securities.

     Not Applicable

Item 5.  Interests of Named Experts and Counsel.

     None

Item 6.  Indemnification of Directors and Officers.

     Section 23B.08.320 of the Washington Business Corporations Act (the "WBCA")
permits a corporation  to limit its directors'  liability to the  corporation or
its  shareholders  for  monetary  damages for acts or  omissions  as a director,
except for (a) acts or omissions involving  intentional  misconduct or a knowing
violation of law, (b) certain  unlawful  distributions  or loans in violation of
Section  23B.08.310  of the  Revised  Code of  Washington,  or (c)  transactions
whereby the director received an improper  personal  benefit.  Article XI of the
Registrant's  Third  Amended and  Restated  Articles of  Incorporation  contains
provisions limiting the liability of Registrant's directors to the Registrant or
its shareholders to the fullest extent permitted by Washington law.

     Sections  23B.08.500 through 23B.08.600 of the WBCA authorize a corporation
to indemnify  its  directors,  officers,  employees and agents  against  certain
liabilities they may incur in such  capacities,  including  liabilities  arising
under the  Securities  Act of 1933, as amended (the  "Securities  Act") provided
they acted in good  faith and in a manner  reasonably  believed  to be in or not
opposed to the best interests of the corporation. Article IX of the Registrant's
Amended and Restated  Bylaws requires the Registrant to indemnify its directors,
officers,  employees  and  other  agents  to the  fullest  extent  permitted  by
Washington law.

     The above discussion of the WBCA and the Registrant's  Amended and Restated
Bylaws and Third Amended and Restated  Articles of Incorporation is not intended
to be exhaustive  and is qualified in its entirety by reference to such statute,
the Amended and Restated  Bylaws and the Third Amended and Restated  Articles of
Incorporation, respectively.

                                       2
Item 7.  Exemption from Registration Claimed.

     Not Applicable

Item 8.  Exhibits.
Exhibit Number                  Exhibit
4.1                 PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan, as amended as of
                                July 25, 2000.

            4.2                 PhotoWorks, Inc. Amendment No. 1 to 1999 Stock Incentive Compensation Plan

            4.3                 PhotoWorks Form of Nonqualified Option Agreement.

            4.4                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.5                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.6                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.7                 PhotoWorks, Inc. Nonqualified Option Agreement between the Company and
                                Ben Calica dated November 1, 2000.

            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).

           23.2                 Consent of Ernst & Young LLP, Independent Auditors.

           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).
Item 9.  Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

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

                                       3
(iii) To include any  material  information  with respect to
               the  plan  of  distribution  not  previously   disclosed  in  the
               Registration Statement or any material change to such information
               in the Registration Statement;

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

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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  Securities and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities  Act of 1933 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 of whether
such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities  Act of 1933 and will be governed by the final  adjudication  of such
issue.

                                       4
Signatures

         The Registrant. 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 Seattle, State of Washington, on this ___ day of
April, 2001.

                                          PHOTOWORKS, INC.

                                          By:  /s/ Howard Lee
                                               Howard Lee, President and Chief
                                               Executive Officer

                                Power of Attorney

         Each person whose signature appears below constitutes and appoints Gary
R. Christophersen and Loran Cashmore Bond, or either of them, his true and
lawful attorney-in-fact, with the power of substitution and resubstitution, for
him in his name, place or 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
attorneys-in-fact and their agents or substitutes, may lawfully do or lawfully
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 and on the dates indicated.
Signature                                 Title                                       Date
/s/ Howard Lee                                  President, Chief Executive Officer and          April ___, 2001
-------------------------------                 Director (Principal Executive Officer)
Howard Lee

/s/ Gary Christophersen                         Chairman
-------------------------------
Gary Christophersen

/s/ Loran Cashmore Bon                          Chief Financial Officer (Principal Financial    April ___, 2001
-------------------------------                 and Accounting Officer)
Loran Cashmore Bond

/s/ Ross Chapin                                 Director                                        April 9, 2001
-------------------------------
Ross Chapin

/s/ Paul Goodrich                               Director                                        April 16, 2001
-------------------------------
Paul Goodrich

/s/ Matthew Kursh                               Director                                        April 9, 2001
-------------------------------
Matthew Kursh

/s/ Douglas A. Swerland                         Director                                        April 12, 2001
-------------------------------
Douglas A. Swerland

/s/ Craig Tall                                  Director                                        April 16, 2001
-------------------------------
Craig E. Tall

/s/ Peter H. van Oppen                          Director                                        April ___, 2001
-------------------------------
Peter H. van Oppen
EXHIBIT INDEX
Exhibit Number                  Exhibit
4.1                 PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan, as amended as of
                                July 25, 2000.

            4.2                 PhotoWorks, Inc. Amendment No. 1 to 1999 Stock Incentive Compensation Plan

            4.3                 PhotoWorks Form of Nonqualified Option Agreement.

            4.4                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.5                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.6                 PhotoWorks Nonqualified Option Agreement between the Company and Howard
                                Lee dated November 1, 2000.

            4.7                 PhotoWorks, Inc. Nonqualified Option Agreement between the Company and
                                Ben Calica dated November 1, 2000.

            5.1                 Opinion of Heller Ehrman White & McAuliffe LLP.

           23.1                 Consent of Heller Ehrman White & McAuliffe LLP (Included in its opinion
                                filed as Exhibit 5.1).

           23.2                 Consent of Ernst & Young LLP, Independent Auditors.

           24                   Power of Attorney (Included on the signature page of this Registration
                                Statement).