As filed with the Securities and                     Registration No. 333-______
Exchange Commission on January 24, 2000
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Seattle Filmworks, 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)

            SEATTLE FILMWORKS, INC. 1999 EMPLOYEE STOCK OPTION PLAN,
                            (Full Title of the Plan)

                             Gary R. Christophersen
                      President and Chief Executive Officer
                             Seattle FilmWorks, 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                  $4.63                $3,704,000                 $978
========================= ======================= ======================= ====================== =======================
</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 January 13,  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 Seattle FilmWorks, 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)  Current Report on Form 8-K dated December 17, 1999; 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.

                                       2
<PAGE>

     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          Seattle FilmWorks, Inc. 1999 Employee Stock Option Plan.

     4.2          Form of Seattle  FilmWorks,  Inc. 1999  Employee  Stock Option
                  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.

     23.1         Consent of Heller  Ehrman  White & McAuliffe  (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;

               (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.

                                       3
<PAGE>

          (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 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  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 11th day
of January, 2000.

                                        SEATTLE FILMWORKS, 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          January 11, 2000
Gary R. Christophersen           Director (Principal Executive Officer)

/s/ Loran Cashmore Bond          Chief Financial Officer                         January 11, 2000
Loran Cashmore Bond              (Principal Financial and Accounting Officer)

/s/ Sam Rubinstein               Director                                        January 15, 2000
Sam Rubinstein

/s/ Douglas A. Swerland          Director                                        January 15, 2000
Douglas A. Swerland

/s/ Graig E. Tall                Director                                        January 15, 2000
Craig E. Tall

/s/ Peter H. van Oppen           Director                                        January 15, 2000
Peter H. van Oppen
</TABLE>

                                       5

<PAGE>

                                  EXHIBIT INDEX

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

     4.1            Seattle FilmWorks, Inc. 1999 Employee Stock Option Plan

     4.2            Form of Seattle  FilmWorks,  Inc. 1999 Employee Stock Option
                    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

     23.1           Consent of Heller Ehrman White & McAuliffe  (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", "secsgml_size_bytes": 15810}]
{"company-data": {"conformed-name": "SEATTLE FILMWORKS INC", "cik": "0000791050", "assigned-sic": "7384", "irs-number": "910964899", "state-of-incorporation": "WA", "fiscal-year-end": "0928"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95277", "film-number": "512014"}, "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": "AMERICAN PASSAGE MARKETING CORP", "date-changed": "19890320"}}
As filed with the Securities and                     Registration No. 333-______
Exchange Commission on January 24, 2000
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             Seattle Filmworks, 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)

            SEATTLE FILMWORKS, INC. 1999 EMPLOYEE STOCK OPTION PLAN,
                            (Full Title of the Plan)

                             Gary R. Christophersen
                      President and Chief Executive Officer
                             Seattle FilmWorks, 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                  $4.63                $3,704,000                 $978
========================= ======================= ======================= ====================== =======================
(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 January 13,  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 Seattle FilmWorks, 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)  Current Report on Form 8-K dated December 17, 1999; 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.

                                       2
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          Seattle FilmWorks, Inc. 1999 Employee Stock Option Plan.

     4.2          Form of Seattle  FilmWorks,  Inc. 1999  Employee  Stock Option
                  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.

     23.1         Consent of Heller  Ehrman  White & McAuliffe  (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;

               (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.

                                       3
(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 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  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  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 11th day
of January, 2000.

                                        SEATTLE FILMWORKS, 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          January 11, 2000
Gary R. Christophersen           Director (Principal Executive Officer)

/s/ Loran Cashmore Bond          Chief Financial Officer                         January 11, 2000
Loran Cashmore Bond              (Principal Financial and Accounting Officer)

/s/ Sam Rubinstein               Director                                        January 15, 2000
Sam Rubinstein

/s/ Douglas A. Swerland          Director                                        January 15, 2000
Douglas A. Swerland

/s/ Graig E. Tall                Director                                        January 15, 2000
Craig E. Tall

/s/ Peter H. van Oppen           Director                                        January 15, 2000
Peter H. van Oppen
5
EXHIBIT INDEX

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

     4.1            Seattle FilmWorks, Inc. 1999 Employee Stock Option Plan

     4.2            Form of Seattle  FilmWorks,  Inc. 1999 Employee Stock Option
                    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

     23.1           Consent of Heller Ehrman White & McAuliffe  (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