As filed with the Securities and Exchange Commission on December 29, 2004
                                               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
               NON-QUALIFIED OPTION AGREEMENT FOR PHILIPPE SANCHEZ
                            (Full Title of the Plans)

                                Philippe Sanchez
                      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>
<S>                       <C>                     <C>                     <C>                    <C>

========================= ======================= ======================= ====================== =======================

                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price               Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
     common stock,            500,000 shares             $.30(2)                $150,000                 $66.21
  par value $0.01 (1)
                              750,000 shares             $.55(3)                $412,500
         Total               1,250,000 shares                                   $562,500
========================= ======================= ======================= ====================== =======================

</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)  Determined 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 December  27, 2004 as  determined  in  accordance  with Rule
457(c) under the Act.

(3)  Determined in  accordance  with Rule  457(h)(i)  under the Act based on the
exercise price of the options.

<PAGE>

                                Page 1 of 7 pages
                       Exhibit Index is located on page 7.



<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,
                  2004;

         (b)      Current  Report on Form 8-K dated July 28, 2004, as amended by
                  Form 8-K/A filed December 27, 2004; 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     PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.
            (Incorporated by reference to Form S-8, Registration No. 333-61048)

    4.2     Amendment No. 3 to PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan.

    4.3     Form of PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan NonQualified Stock Option Agreement.
            (Incorporated by reference to Form S-8, Registration No. 333-
            61048)

    4.4     Non-Qualified Stock Option Agreement between PhotoWorks, Inc.
            and Philippe Sanchez dated October 17, 2003.
            (Incorporated by reference to Form 10-K for the fiscal year
            ended September 25, 2004)

    4.5     Rights Agreement dated December 16, 1999 between the
            Registrant ChaseMellon  Shareholder Services L.L.C., as
            Rights Agent(Incorporated by referencw 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 Registered
            Public Accounting Firm.

    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;

                                       3
<PAGE>

               (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.

            (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 23 day of
December, 2004.



                               PHOTOWORKS, INC.



                               By: /s/ Philippe Sanchez
                                  Philippe Sanchez, President and Chief
                                  Executive Officer


                                Power of Attorney

         Each person whose  signature  appears  below  constitutes  and appoints
Philippe Sanchez 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/Philippe Sanchez     President, Chief Executive Officer    December 23, 2004
Philippe Sanchez        and Director (Principal Executive Officer)

/s/Loran Cashmore Bond  Chief Financial Officer (Principal    December 23, 2004
Loran Cashmore Bond     Financial and Accounting Officer)

/s/Ross Chapin          Director                              December 23, 2004
Ross Chapin

/s/Paul Goodrich        Director                              December 23, 2004
Paul Goodrich

/s/Matthew Kursh        Director                              December 23, 2004
Matthew Kursh

/s/Mark Kalow           Director                              December 23, 2004
Mark Kalow

                                       5

<PAGE>

                                  EXHIBIT INDEX




Exhibit Number                  Exhibit
    4.1     PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.
            (Incorporated by reference to Form S-8, Registration No. 333-61048)

    4.2     Amendment No. 3 to PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan.

    4.3     Form of PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan NonQualified Stock Option Agreement.
            (Incorporated by reference to Form S-8, Registration No. 333-
            61048)

    4.4     Non-Qualified Stock Option Agreement between PhotoWorks, Inc.
            and Philippe Sanchez dated October 17, 2003.
            (Incorporated by reference to Form 10-K for the fiscal year
            ended September 25, 2004)

    4.5     Rights Agreement dated December 16, 1999 between the
            Registrant ChaseMellon  Shareholder Services L.L.C., as
            Rights Agent(Incorporated by referencw 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 Registered
            Public Accounting Firm.

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

                                       6
[{"type": "S-8", "sequence": "1", "filename": "forms8sanchez04.txt", "description": "FORM S-8", "secsgml_size_bytes": 16683}]
{"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": "333-121721", "film-number": "041231304"}, "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 December 29, 2004
                                               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
               NON-QUALIFIED OPTION AGREEMENT FOR PHILIPPE SANCHEZ
                            (Full Title of the Plans)

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

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

                         CALCULATION OF REGISTRATION FEE
========================= ======================= ======================= ====================== =======================

                                                     Proposed Maximum           Proposed
        Title of                                      Offering Price             Maximum               Amount of
       Securities              Amount To Be             Per Share               Aggregate             Registration
    To Be Registered            Registered                                   Offering Price               Fee
------------------------- ----------------------- ----------------------- ---------------------- -----------------------
     common stock,            500,000 shares             $.30(2)                $150,000                 $66.21
  par value $0.01 (1)
                              750,000 shares             $.55(3)                $412,500
         Total               1,250,000 shares                                   $562,500
========================= ======================= ======================= ====================== =======================
(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)  Determined 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 December  27, 2004 as  determined  in  accordance  with Rule
457(c) under the Act.

(3)  Determined in  accordance  with Rule  457(h)(i)  under the Act based on the
exercise price of the options.
Page 1 of 7 pages
                       Exhibit Index is located on page 7.
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,
                  2004;

         (b)      Current  Report on Form 8-K dated July 28, 2004, as amended by
                  Form 8-K/A filed December 27, 2004; 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     PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.
            (Incorporated by reference to Form S-8, Registration No. 333-61048)

    4.2     Amendment No. 3 to PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan.

    4.3     Form of PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan NonQualified Stock Option Agreement.
            (Incorporated by reference to Form S-8, Registration No. 333-
            61048)

    4.4     Non-Qualified Stock Option Agreement between PhotoWorks, Inc.
            and Philippe Sanchez dated October 17, 2003.
            (Incorporated by reference to Form 10-K for the fiscal year
            ended September 25, 2004)

    4.5     Rights Agreement dated December 16, 1999 between the
            Registrant ChaseMellon  Shareholder Services L.L.C., as
            Rights Agent(Incorporated by referencw 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 Registered
            Public Accounting Firm.

    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;

                                       3
(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.

            (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 23 day of
December, 2004.

                               PHOTOWORKS, INC.

                               By: /s/ Philippe Sanchez
                                  Philippe Sanchez, President and Chief
                                  Executive Officer

                                Power of Attorney

         Each person whose  signature  appears  below  constitutes  and appoints
Philippe Sanchez 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/Philippe Sanchez     President, Chief Executive Officer    December 23, 2004
Philippe Sanchez        and Director (Principal Executive Officer)

/s/Loran Cashmore Bond  Chief Financial Officer (Principal    December 23, 2004
Loran Cashmore Bond     Financial and Accounting Officer)

/s/Ross Chapin          Director                              December 23, 2004
Ross Chapin

/s/Paul Goodrich        Director                              December 23, 2004
Paul Goodrich

/s/Matthew Kursh        Director                              December 23, 2004
Matthew Kursh

/s/Mark Kalow           Director                              December 23, 2004
Mark Kalow

                                       5
EXHIBIT INDEX

Exhibit Number                  Exhibit
    4.1     PhotoWorks, Inc. 1999 Stock Incentive Compensation Plan.
            (Incorporated by reference to Form S-8, Registration No. 333-61048)

    4.2     Amendment No. 3 to PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan.

    4.3     Form of PhotoWorks, Inc. 1999 Stock Incentive
            Compensation Plan NonQualified Stock Option Agreement.
            (Incorporated by reference to Form S-8, Registration No. 333-
            61048)

    4.4     Non-Qualified Stock Option Agreement between PhotoWorks, Inc.
            and Philippe Sanchez dated October 17, 2003.
            (Incorporated by reference to Form 10-K for the fiscal year
            ended September 25, 2004)

    4.5     Rights Agreement dated December 16, 1999 between the
            Registrant ChaseMellon  Shareholder Services L.L.C., as
            Rights Agent(Incorporated by referencw 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 Registered
            Public Accounting Firm.

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

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