<PAGE>                                
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                     INTERPOINT CORPORATION
     (Exact name of registrant as specified in its charter)
                                
             Washington                       91-0850556
    (State or other jurisdiction           (I.R.S. Employer
 of incorporation or organization)       Identification No.)

                       10301 Willows Road
                 Redmond, Washington 98073-9705
       (Address of principal executive offices)(zip code)
                                
                     INTERPOINT CORPORATION
            AMENDED 1985 INCENTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                                
                  PETER H. VAN OPPEN, Chairman
                     INTERPOINT CORPORATION
                       10301 Willows Road
                 Redmond, Washington 98073-9705
                         (206) 882-3100
    (Name, address and telephone number of agent for service)
                                
                            Copy to:
                                
                       EVELYN CRUZ SROUFE
                          PERKINS COIE
                  1201 Third Avenue, 40th Floor
                 Seattle, Washington 98101-3099
                                
                 CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================
                           Proposed    Proposed
 Title of                  Maximum     Maximum
Securities      Number     Offering   Aggregate   Amount of
  to be         to be     Price Per    Offering   Registration
Registered    Registered   Share(1)    Price(1)       Fee
- -----------------------------------------------------------------
<S>            <C>          <C>       <C>           <C>
Common Stock,  260,000(2)   $8.00     $2,080,000    $717.24
no par value
=================================================================
</TABLE>
                                
(1)Estimated pursuant to Rule 457(c) of the Securities Act of
   1933, as amended (the "Securities Act") solely for the
   purpose of calculating the amount of the registration fee.
   The price per share is estimated to be $8.00 based on the
   average of the high and low price for the Common Stock in the
   over-the-counter market on March 31, 1995, as reported by the
   Nasdaq National Market.

(2)Together with an indeterminate number of additional shares
   which may be necessary to adjust the number of shares
   reserved for issuance pursuant to the Amended 1985 Incentive
   Stock Option Plan as the result of any future stock split,
   stock dividend or similar adjustment of the outstanding
   Common Stock of the Company.
<PAGE>
                             PART II
                                
         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
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 for
the year ended October 31, 1994, which contains audited financial
statements for the most recent year for which such statements
have been filed;

          (b)  All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and

          (c)  The description of the Registrant's Common Stock
contained in the Registration Statement on Form S-4 filed with
the Commission on January 11, 1994, under the  Securities Act of
1933, as amended (the "Securities Act"), including any amendments
or reports filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all 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.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections 23B.08.500 through 23B.08.600 of the Washington
Business Corporation Act authorize a court to award, or a
corporation's board of directors to grant, indemnification to
directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities
arising under the Securities Act.  Article XII of the Restated
Bylaws of Interpoint Corporation provides for indemnification of
the Registrant's directors and officers to the full extent
permitted by Washington law.

     Section 23B.08.320 of the Washington  Business Corporation
Act authorizes a corporation to limit a director's liability to
the corporation or its shareholders for monetary damages for acts
or omissions as a director, except in certain circumstances
involving intentional misconduct, self dealing or illegal
corporate loans or distributions, or any transaction from which
the director personally receives a benefit in money, property or
services to which the director is not legally entitled.  Article
XI of the Restated Articles of Incorporation of Interpoint
Corporation contains provisions implementing, to the full extent
permitted by Washington law, such limitations on a director's
liability to the Registrant and its shareholders.
<PAGE>
     Officers and directors of Interpoint are covered by
insurance (with certain exceptions and certain limitations) which
indemnify them against losses and liabilities arising from
certain alleged "wrongful acts," including alleged errors or
misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.

Item 8.  EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number                    Description
- ---------               ---------------
  <C>     <S>
  5.1     Opinion of Perkins Coie regarding legality of the Common
          Stock being registered
 23.1     Consent of Price Waterhouse LLP
 23.2     Consent of KPMG Peat Marwick LLP
 23.4     Consent of Perkins Coie (included in opinion filed as
          Exhibit 5.1)
 24.1     Powers of Attorney (see Signature Page)
 99.1     Amended 1985 Incentive Stock Option Plan

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;

          (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
<PAGE>
     (2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 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 Securities Act and will be governed by the final adjudication
of such issue.
<PAGE>
                           SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Redmond, State of
Washington, On April 3, 1995.

                              INTERPOINT CORPORATION

                              /S/ Peter H. van Oppen
                              -------------------------------
                              Peter H. van Oppen, President,
                              Chief Executive Officer and
                              Chairman

                        POWER OF ATTORNEY
                                
     Each person whose signature appears below constitutes and
appoints Peter H. van Oppen and Leslie S. Rock, and each of them,
as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign in the name and on
behalf of such person, individually and in each capacity stated
below, any or all amendments (including pre-effective and post-
effective amendments) this Registration Statement, and to file
the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the following capacities on April 3, 1995.

      Signature                             Title
      ---------                           ----------

/S/ Peter H. van Oppen
- ----------------------------
Peter H. van Oppen                President, Chief Executive
                                     Officer and Chairman

/S/ Leslie S. Rock
- -----------------------------
Leslie S. Rock                    Vice President, Treasurer
                                 and Chief Accounting Officer

/S/ Christopher T. Bayley
- -----------------------------
Christopher T. Bayley                      Director


/S/ Walter P. Kistler
- -----------------------------
Walter P. Kistler                          Director


/S/ Russell F. McNeill
- -----------------------------
Russell F. McNeill                         Director

/S/ John W. Stanton
- -----------------------------
John W. Stanton                            Director

/S/ David A. Uvelli
- -----------------------------
David A. Uvelli                            Director

/S/ Calvin A.H. Waller
- -----------------------------
Calvin A.H. Waller                         Director
<PAGE>
                        INDEX TO EXHIBITS
                                
                                
 Exhibit                                                
  Number                  Description                   
- ---------               ---------------           

    <C>    <S>
    5.1    Opinion of Perkins Coie regarding legality
           of the Common Stock being registered

   23.1    Consent of Price Waterhouse LLP

   23.2    Consent of KPMG Peat Marwick LLP

   23.3    Consent of Perkins Coie (included in opinion
           filed as Exhibit 5.1)

   24.1    Powers of Attorney (see Signature Page)

   99.1    Amended 1985 Incentive Stock Option Plan










</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 13857}]
{"company-data": {"conformed-name": "INTERPOINT CORP /NEW/", "cik": "0000050842", "assigned-sic": "3674", "irs-number": "910850556", "state-of-incorporation": "WA", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58441", "film-number": "95527139"}, "business-address": {"street1": "10301 WILLOWS RD", "street2": "PO BOX 97005", "city": "REDMOND", "state": "WA", "zip": "98073", "phone": "2068823100"}, "mail-address": {"street1": "10301 WILLOWS ROAD", "street2": "PO BOX 97005", "city": "REDMOND", "state": "WA", "zip": "98073-9705"}, "former-company": {"former-conformed-name": "INTEGRATED CIRCUITS INC", "date-changed": "19890321"}}
SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                                
                                
                     INTERPOINT CORPORATION
     (Exact name of registrant as specified in its charter)
                                
             Washington                       91-0850556
    (State or other jurisdiction           (I.R.S. Employer
 of incorporation or organization)       Identification No.)

                       10301 Willows Road
                 Redmond, Washington 98073-9705
       (Address of principal executive offices)(zip code)
                                
                     INTERPOINT CORPORATION
            AMENDED 1985 INCENTIVE STOCK OPTION PLAN
                    (Full title of the plan)
                                
                  PETER H. VAN OPPEN, Chairman
                     INTERPOINT CORPORATION
                       10301 Willows Road
                 Redmond, Washington 98073-9705
                         (206) 882-3100
    (Name, address and telephone number of agent for service)
                                
                            Copy to:
                                
                       EVELYN CRUZ SROUFE
                          PERKINS COIE
                  1201 Third Avenue, 40th Floor
                 Seattle, Washington 98101-3099
                                
                 CALCULATION OF REGISTRATION FEE
=================================================================
                           Proposed    Proposed
 Title of                  Maximum     Maximum
Securities      Number     Offering   Aggregate   Amount of
  to be         to be     Price Per    Offering   Registration
Registered    Registered   Share(1)    Price(1)       Fee
- -----------------------------------------------------------------
Common Stock,  260,000(2)   $8.00     $2,080,000    $717.24
no par value
=================================================================
(1)Estimated pursuant to Rule 457(c) of the Securities Act of
   1933, as amended (the "Securities Act") solely for the
   purpose of calculating the amount of the registration fee.
   The price per share is estimated to be $8.00 based on the
   average of the high and low price for the Common Stock in the
   over-the-counter market on March 31, 1995, as reported by the
   Nasdaq National Market.

(2)Together with an indeterminate number of additional shares
   which may be necessary to adjust the number of shares
   reserved for issuance pursuant to the Amended 1985 Incentive
   Stock Option Plan as the result of any future stock split,
   stock dividend or similar adjustment of the outstanding
   Common Stock of the Company.
PART II
                                
         INFORMATION REQUIRED IN REGISTRATION STATEMENT
                                
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 for
the year ended October 31, 1994, which contains audited financial
statements for the most recent year for which such statements
have been filed;

          (b)  All other reports filed by the Registrant pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), since the end of the fiscal year
covered by the Annual Report referred to in (a) above; and

          (c)  The description of the Registrant's Common Stock
contained in the Registration Statement on Form S-4 filed with
the Commission on January 11, 1994, under the  Securities Act of
1933, as amended (the "Securities Act"), including any amendments
or reports filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date
hereof and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all 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.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections 23B.08.500 through 23B.08.600 of the Washington
Business Corporation Act authorize a court to award, or a
corporation's board of directors to grant, indemnification to
directors and officers on terms sufficiently broad to permit
indemnification under certain circumstances for liabilities
arising under the Securities Act.  Article XII of the Restated
Bylaws of Interpoint Corporation provides for indemnification of
the Registrant's directors and officers to the full extent
permitted by Washington law.

     Section 23B.08.320 of the Washington  Business Corporation
Act authorizes a corporation to limit a director's liability to
the corporation or its shareholders for monetary damages for acts
or omissions as a director, except in certain circumstances
involving intentional misconduct, self dealing or illegal
corporate loans or distributions, or any transaction from which
the director personally receives a benefit in money, property or
services to which the director is not legally entitled.  Article
XI of the Restated Articles of Incorporation of Interpoint
Corporation contains provisions implementing, to the full extent
permitted by Washington law, such limitations on a director's
liability to the Registrant and its shareholders.
Officers and directors of Interpoint are covered by
insurance (with certain exceptions and certain limitations) which
indemnify them against losses and liabilities arising from
certain alleged "wrongful acts," including alleged errors or
misstatements, or certain other alleged wrongful acts or
omissions constituting neglect or breach of duty.

Item 8.  EXHIBITS
Exhibit
Number                    Description
- ---------               ---------------
5.1     Opinion of Perkins Coie regarding legality of the Common
          Stock being registered
 23.1     Consent of Price Waterhouse LLP
 23.2     Consent of KPMG Peat Marwick LLP
 23.4     Consent of Perkins Coie (included in opinion filed as
          Exhibit 5.1)
 24.1     Powers of Attorney (see Signature Page)
 99.1     Amended 1985 Incentive Stock Option Plan

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;

          (ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement; and

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

provided, however, that paragraphs (1)(i) and (1)(ii) above do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.
(2)  That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3)  To remove from registration by means of 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,
each filing of the Registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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 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 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
                                
     Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 Redmond, State of
Washington, On April 3, 1995.

                              INTERPOINT CORPORATION

                              /S/ Peter H. van Oppen
                              -------------------------------
                              Peter H. van Oppen, President,
                              Chief Executive Officer and
                              Chairman

                        POWER OF ATTORNEY
                                
     Each person whose signature appears below constitutes and
appoints Peter H. van Oppen and Leslie S. Rock, and each of them,
as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, to sign in the name and on
behalf of such person, individually and in each capacity stated
below, any or all amendments (including pre-effective and post-
effective amendments) this Registration Statement, and to file
the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission.

     Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the following capacities on April 3, 1995.

      Signature                             Title
      ---------                           ----------

/S/ Peter H. van Oppen
- ----------------------------
Peter H. van Oppen                President, Chief Executive
                                     Officer and Chairman

/S/ Leslie S. Rock
- -----------------------------
Leslie S. Rock                    Vice President, Treasurer
                                 and Chief Accounting Officer

/S/ Christopher T. Bayley
- -----------------------------
Christopher T. Bayley                      Director

/S/ Walter P. Kistler
- -----------------------------
Walter P. Kistler                          Director

/S/ Russell F. McNeill
- -----------------------------
Russell F. McNeill                         Director

/S/ John W. Stanton
- -----------------------------
John W. Stanton                            Director

/S/ David A. Uvelli
- -----------------------------
David A. Uvelli                            Director

/S/ Calvin A.H. Waller
- -----------------------------
Calvin A.H. Waller                         Director
INDEX TO EXHIBITS
                                
                                
 Exhibit                                                
  Number                  Description                   
- ---------               ---------------
5.1    Opinion of Perkins Coie regarding legality
           of the Common Stock being registered

   23.1    Consent of Price Waterhouse LLP

   23.2    Consent of KPMG Peat Marwick LLP

   23.3    Consent of Perkins Coie (included in opinion
           filed as Exhibit 5.1)

   24.1    Powers of Attorney (see Signature Page)

   99.1    Amended 1985 Incentive Stock Option Plan