As filed with the Securities and
Exchange Commission on May 24, 2000                  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
             -------------------------------------------------------
                            (Full Title of the Plan)

                             Gary R. Christophersen
                      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
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered              Per Share            Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
<S>                       <C>                     <C>                     <C>                    <C>
     common stock,               800,000
  par value $0.01 (1)             shares                  $3,375               $2,700,000                 $712
========================= ======================= ======================= ====================== =======================
</TABLE>

(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 19,  2000,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of 6 pages
                       Exhibit Index is located on page 6.

<PAGE>

                                     PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

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  25,
                  1999 as amended by Form 10-K/A filed on January 14, 2000;

         (b)      Quarterly  Report on Form 10-Q for the quarter ended March 25,
                  2000;

         (c)      Current Report on Form 8-K dated February 16, 2000;

         (d)      Quarterly Report on Form 10-Q for the quarter  ended  December
                  25, 1999;

         (e)      Current Report on Form 8-K dated December 17, 1999; and

         (f)      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.

                                       2
<PAGE>

         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.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number      Exhibit
--------------      -------
     4.1            PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.

     4.2            Form of PhotoWorks, Inc.  1999  Stock Incentive Compensation
                    Plan NonQualified Stock Option Agreement.

     4.3            Rights  Agreement  dated   December  16,  1999  between  the
                    Registrant  ChaseMellon  Shareholder  Services   L.L.C.,  as
                    Rights Agent (Incorporated  by  reference  to Exhibit 4.1 to
                    the Current Report on Form 8-K filed with the Commission  on
                    December 17, 1999).

     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

<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 19 day of
May, 2000.

                                          PHOTOWORKS, INC.



                                          By: /s/ Gary R. Christophersen
                                          Gary R. Christophersen, 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/ Gary R. Christophersen     President, Chief Executive Officer and          May 19, 2000
Gary R. Christophersen         Director (Principal Executive Officer)

/s/ L. Cashmore Bond           Chief Financial Officer (Principal Financial    May 19, 2000
Loran Cashmore Bond            and Accounting Officer)

/s/ Ross Chapin                Director                                        May 19, 2000
Ross Chapin

/s/ Paul Goodrich              Director                                        May 19, 2000
Paul Goodrich

/s/ Matthew Kursh              Director                                        May 19, 2000
Matthew Kursh

______________________         Director                                        May 19, 2000
Douglas A. Swerland

/s/ Craig E. Tall              Director                                        May 19, 2000
Craig E. Tall

/s/ Peter H. Van Oppen         Director                                        May 19, 2000
Peter H. van Oppen

</TABLE>

                                       5

<PAGE>


                                  EXHIBIT INDEX

Exhibit Number     Exhibit
--------------     -------

     4.1           PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan

     4.2           Form of  PhotoWorks, Inc. 1999  Stock  Incentive Compensation
                   Plan NonQualified Stock Option Agreement

     4.3           Rights  Agreement  dated  December   16,  1999  between   the
                   Registrant ChaseMellon Shareholder Services L.L.C., as Rights
                   Agent  (Incorporated  by  reference  to  Exhibit  4.1  to the
                   Current Report on Form  8-K  filed  with  the  Commission  on
                   December 17, 1999)

     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)

                                       6
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 16842}]
{"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": "333-37698", "film-number": "642621"}, "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 24, 2000                  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
             -------------------------------------------------------
                            (Full Title of the Plan)

                             Gary R. Christophersen
                      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
        Title of                                     Proposed Maximum            Maximum               Amount of
       Securities              Amount To Be           Offering Price            Aggregate             Registration
    To Be Registered            Registered              Per Share            Offering Price             Fee (2)
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
common stock,               800,000
  par value $0.01 (1)             shares                  $3,375               $2,700,000                 $712
========================= ======================= ======================= ====================== =======================
(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 19,  2000,  as  determined  in
accordance with Rule 457(c) under the Act.

                                Page 1 of 6 pages
                       Exhibit Index is located on page 6.
PART II

                    INFORMATION REQUIRED IN THE REGISTRATION

                                    STATEMENT

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  25,
                  1999 as amended by Form 10-K/A filed on January 14, 2000;

         (b)      Quarterly  Report on Form 10-Q for the quarter ended March 25,
                  2000;

         (c)      Current Report on Form 8-K dated February 16, 2000;

         (d)      Quarterly Report on Form 10-Q for the quarter  ended  December
                  25, 1999;

         (e)      Current Report on Form 8-K dated December 17, 1999; and

         (f)      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.

                                       2
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.

Item 7.  Exemption from Registration Claimed.

         Not Applicable

Item 8.  Exhibits.

Exhibit Number      Exhibit
--------------      -------
     4.1            PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.

     4.2            Form of PhotoWorks, Inc.  1999  Stock Incentive Compensation
                    Plan NonQualified Stock Option Agreement.

     4.3            Rights  Agreement  dated   December  16,  1999  between  the
                    Registrant  ChaseMellon  Shareholder  Services   L.L.C.,  as
                    Rights Agent (Incorporated  by  reference  to Exhibit 4.1 to
                    the Current Report on Form 8-K filed with the Commission  on
                    December 17, 1999).

     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 19 day of
May, 2000.

                                          PHOTOWORKS, INC.

                                          By: /s/ Gary R. Christophersen
                                          Gary R. Christophersen, 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/ Gary R. Christophersen     President, Chief Executive Officer and          May 19, 2000
Gary R. Christophersen         Director (Principal Executive Officer)

/s/ L. Cashmore Bond           Chief Financial Officer (Principal Financial    May 19, 2000
Loran Cashmore Bond            and Accounting Officer)

/s/ Ross Chapin                Director                                        May 19, 2000
Ross Chapin

/s/ Paul Goodrich              Director                                        May 19, 2000
Paul Goodrich

/s/ Matthew Kursh              Director                                        May 19, 2000
Matthew Kursh

______________________         Director                                        May 19, 2000
Douglas A. Swerland

/s/ Craig E. Tall              Director                                        May 19, 2000
Craig E. Tall

/s/ Peter H. Van Oppen         Director                                        May 19, 2000
Peter H. van Oppen
5
EXHIBIT INDEX

Exhibit Number     Exhibit
--------------     -------

     4.1           PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan

     4.2           Form of  PhotoWorks, Inc. 1999  Stock  Incentive Compensation
                   Plan NonQualified Stock Option Agreement

     4.3           Rights  Agreement  dated  December   16,  1999  between   the
                   Registrant ChaseMellon Shareholder Services L.L.C., as Rights
                   Agent  (Incorporated  by  reference  to  Exhibit  4.1  to the
                   Current Report on Form  8-K  filed  with  the  Commission  on
                   December 17, 1999)

     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)

                                       6