FORM 10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended SEPTEMBER 25, 1999

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the transition period from ______ to ______

                           Commission file No. 0-15338

                             SEATTLE FILMWORKS, INC.
             (Exact name of registrant as specified in its charter)

          Washington                                      91-0964899
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)


   1260 16th Avenue West, Seattle,  WA                               98119
(Address of principal executive offices)                           (Zip Code)

Registrant's telephone number, including area code:               (206) 281-1390

Securities registered pursuant to Section 12(b) of the Act:             None

Securities  registered  pursuant to Section 12(g) of the Act: Common Stock,  par
value $.01 per share and related preferred share purchase rights.


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for the past 90 days. Yes: [ X ] No: [ ]

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

     As of  November  30,  1999,  there were issued and  outstanding  16,327,640
shares of Common Stock,  par value $.01 per share.  As of November 30, 1999, the
aggregate market value of the Registrant's  Common Stock held by  non-affiliates
of  the  Registrant  was  $47,106,904  based  on  the  last  sale  price  of the
Registrant's Common Stock as reported by the Nasdaq National Market.

                      Documents incorporated by reference:

     Portions of the  registrant's  proxy statement  relating to its 2000 annual
meeting of  shareholders,  to be held on February 15, 2000, are  incorporated by
reference into Part III of this Annual Report on Form 10-K.

                                   Page 1 of 9
                         Exhibit Index begins on page 7

<PAGE>

Explanatory Note

This  10-K/A is being  filed for the  purpose of filing the  Registrant's  Third
Amended and Restated Articles of Incorporation dated February 5, 1998 as Exhibit
3.2 to this report in place of the following previously filed exhibits:  Exhibit
3.2--Registrant's  Second Restated Articles of Incorporation dated March 5, 1996
and  Exhibit 3.3  Articles of  Amendment  to  Articles  of  Incorporation  dated
February  13,  1997.  In  addition,  this  amendment  revises  the cover page to
indicate that the Registrant's  securities  registered pursuant to Section 12(g)
of the Act include  preferred share purchase rights related to the  Registrant's
Common Stock,  par value $.01. This Amendment does not restate  reported results
for any period.

                                     PART IV

ITEM 14 -- EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

a.   Index  to  Consolidated  Financial  Statements  and  Consolidated Financial
     Statement Schedules

(1)  Consolidated Financial Statements                                    Page
     ---------------------------------                                    ----

     Report of Ernst & Young LLP, Independent Auditors                     32

     Consolidated Balance Sheets as of September 25, 1999 and
     September 26, 1998                                                    33

     Consolidated Statements of Operations for the years ended
     September 25, 1999, September 26, 1998, and September 27, 1997        34

     Consolidated Statements of Shareholders' Equity for the years ended
     September 25, 1999, September 26, 1998, and September 27, 1997        35

     Consolidated Statements of Cash Flows for the years ended
     September 25, 1999, September 26, 1998, and September 27, 1997        36

     Notes to Consolidated Financial Statements                            37-46


Supplemental Consolidated Financial Statement Schedule. The following additional
information  should  be read in  conjunction  with  the  Consolidated  Financial
Statements of the Company included in Part II, Item 8.

(2)  Schedule                                                            Page
     --------                                                            ----

     II - Valuation and Qualifying Accounts                               51

     All other schedules have been omitted  because the required  information is
included in the consolidated  financial  statements or the notes thereto,  or is
not applicable or required.

b.   Reports on Form 8-K

         None.

                                       2
<PAGE>

c.   Exhibits

     The only exhibit filed with this 10-K/A is the  Registrant's  Third Amended
and Restated Articles of Incorporation  dated February 5, 1998 as item 3.2 below
which  exhibit  is being  filed in place  of the  Registrant's  Second  Restated
Articles of  Incorporation  dated March 5, 1996, which had previously been filed
as Exhibit  3.2,  and the  Registrant's  Articles  of  Amendment  to Articles of
Incorporation  dated  February  13,  1997,  which had  previously  been filed as
Exhibit  3.3.  The  items  previously  filed as  Exhibits  3.2 and 3.3 are being
deleted by this amendment.

     The following list is a subset of the exhibits set forth below and contains
all  compensatory  plans,  contracts,  or  arrangements in which any director or
executive  officer  of the  Company  is a  participant,  unless  the  method  of
allocation of benefits  thereunder is the same for management and non-management
participants:

     (1)  The Company's  Incentive Stock Option Plan, as amended and restated as
          of April 1, 1996. See Exhibit 10.5

     (2)  The  Company's  1987 Stock Option Plan,  as amended and restated as of
          April 1, 1996. See Exhibit 10.7

Exhibit
Number            Exhibit Description
---------         -------------------

3.1               Bylaws of the Company, as amended and restated on November 13,
                  1996.  (Incorporated by reference to Exhibit 3.2filed with the
                  Company's  Annual  Report  on  Form  10-K  for  the year ended
                  September 28, 1996.)

3.2 **            Third  Amended  and  Restated  Articles  of  Incorporation  of
                  Seattle FilmWorks, Inc. dated February 5, 1998.

3.4               Form of Certificate of  Designation  Preferences and Rights of
                  Series RP Preferred Stock (previously filed).

4.1               Rights   Agreement   dated   December  16,  1999  between  the
                  Registrant and Chase Mellon  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.)

10.1              Lease  Agreement  dated  September  10,  1985  between Gilbert
                  Scherer and  Marlyn Friedlander, Lessors, and the Company with
                  respect  to  certain  office and  plant facilities in Seattle,
                  Washington.  (Incorporated by  reference to the exhibit with a
                  corresponding  number  filed  with  the Company's registration
                  statement on Form S-1 (file no. 33-4388)

10.2              First  Amendment to Facility Lease  Agreement  dated April 29,
                  1989,  with Gilbert Scherer and Marlyn  Friedlander,  Lessors.
                  (Incorporated  by  reference  to Exhibit  10.48 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1989.)

10.3              Second Amendment to Facility Lease Agreement dated November 2,
                  1998,  with Gilbert Scherer and Marlyn  Friedlander,  Lessors.
                  (Incorporated  by  reference  to  Exhibit  10.3 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 26, 1998.)

                                       3
<PAGE>

10.4              Consent to Sublease dated September 30, 1996, between  Gilbert
                  Scherer  and Marlyn  Friedlander  and  Seattle FilmWorks, Inc.
                  (Incorporated  by reference  to Exhibit  10.3  filed  with the
                  Company's  Annual  Report  on  Form  10-K  for the  year ended
                  September 28, 1996.)

10.5              Incentive  Stock  Option  Plan,  as amended and restated as of
                  April  1, 1996. (Incorporated  by  reference  to  Exhibit 10.1
                  filed with the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 29, 1996.)

10.6              Form  of   Incentive  Stock  Option  Agreement.  (Incorporated
                  by  reference  to   Exhibit  10.2  filed  with  the  Company's
                  Registration Statement on Form S-8, file no. 33-24107.)

10.7              1987 Stock Option Plan, as amended and restated as of April 1,
                  1996.  (Incorporated   by  reference  to  Exhibit  10.2  filed
                  with  the  Company's  Quarterly  Report  on  Form 10-Q for the
                  quarter ended June 29, 1996.)

10.8              Form of Stock Option Agreement.  (Incorporated by reference to
                  Exhibit 10.4 filed  with  the Company's Registration Statement
                  on Form S-8, file no. 33-24107.)

10.9              1993 Employee  Stock  Purchase Plan as amended and restated as
                  of May 31, 1995.  (Incorporated  by reference to Exhibit 10.58
                  filed with the  Company's  Annual  Report on Form 10-K for the
                  year ended September 30, 1995.)

10.10             1999  Employee  Stock  Option  Plan  dated  October  20,  1999
                  (previously filed).

10.11             Credit Agreement with Wells Fargo Bank,  National  Association
                  as of March 1, 1997.  (Incorporated  by  reference  to Exhibit
                  10.1 filed with the  Company's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 28, 1997.)

10.12             First  Amendment  to Credit  Agreement  with Wells Fargo Bank,
                  National Association as of February 24, 1998. (Incorporated by
                  reference to Exhibit 10.1 filed with the  Company's  Quarterly
                  Report on Form 10-Q for the quarter ended June 27, 1998.)

10.13             Second  Amendment to Credit  Agreement  with Wells Fargo Bank,
                  National Association as of June 30, 1999 (previously filed).

10.14             Stock  Redemption  Agreement  dated July 20, 1994  between the
                  Company  and  Sam  Rubinstein  and  related  promissory  note.
                  (Incorporated  by reference to Exhibits 5.1 and 5.2 filed with
                  the Company's Report on Form 8-K dated July 22, 1994.)

10.15             Lease  Agreement  dated  September 22, 1995 between the United
                  States of America,  Lessors,  and the Company  with respect to
                  certain plant and warehouse facilities in Seattle, Washington.
                  (Incorporated  by  reference  to Exhibit  10.63 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1995.)

10.16             Addendum to Lease  Agreement dated January 1, 1996 between the
                  United   States  of  America,   Lessors,   and  the   Company.
                  (Incorporated  by  reference  to  Exhibit  10.3 filed with the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  March 30, 1996.)

10.17             Supplemental  Lease  Agreement  dated October 21, 1996 between
                  the  United  States  of  America,  Lessors,  and the  Company.
                  (Incorporated  by  reference  to Exhibit  10.17 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 28, 1996.)

                                       4
<PAGE>


10.18             Lease  agreement  dated  March  4,  1997  between  Smith  Cove
                  Partnership  and the  Company.  (Incorporated  by reference to
                  Exhibit 10.3 filed with the Company's Quarterly Report on Form
                  10-Q for the quarter ended March 29, 1997.)

10.19*            Sales  contract  dated August 18, 1995 between the Company and
                  Agfa  Division of Miles,  Inc. with respect to the purchase of
                  certain products.  (Incorporated by reference to Exhibit 10.64
                  filed with the Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 30, 1996.)

10.20*            Supplement to sales contract with Agfa Division of Miles, Inc.
                  dated March 29,  1996.  (Incorporated  by reference to Exhibit
                  10.2 filed with the  Company's  Quarterly  Report on Form 10-Q
                  for the quarter ended March 30, 1996.)

10.21*            Agfa Sales Contract and Sales Contract  Addendum dated May 21,
                  1997.  (Incorporated  by  reference to Exhibit 10.2 filed with
                  the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended June 28, 1997.)

10.22*            Kodak Agreement dated May 13, 1997. (Incorporated by reference
                  to Exhibit 10.3 filed with the Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended June 28, 1997.)

10.23*            AT&T Agreement dated March 5, 1997. (Incorporated by reference
                  to Exhibit 10.2 filed with the Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended March 29, 1997.)

10.24             Warehouse  Sublease  between  Seattle   FilmWorks,   Inc.  and
                  OptiColor, Inc. dated September 26, 1999 (previously filed).

10.25             Warehouse Sublease between Seattle FilmWorks, Inc. and Seattle
                  FilmWorks  Manufacturing  Company  dated  September  26,  1999
                  (previously filed).

10.26             1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
                  and  OptiColor  Inc.  dated  September  26,  1999  (previously
                  filed).

10.27             1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
                  and Seattle  FilmWorks  Manufacturing  Company dated September
                  26, 1999 (previously filed).

10.28             General Assignment  between Seattle  FilmWorks,  Inc., Seattle
                  FilmWorks  Manufacturing  Company and  OptiColor,  Inc.  dated
                  September  30,  1996.  (Incorporated  by  reference to Exhibit
                  10.24 filed with the Company's  Annual Report on Form 10-K for
                  the year ended September 28, 1996.) (previously filed)

21                Seattle  FilmWorks,  Inc.  Subsidiaries  (previously filed)
23                Consent of Ernst & Young LLP, Independent Auditors (previously
                  filed)
27                Financial Data Schedule (previously filed)

      * Exhibit for which confidential treatment has been granted.
    * * Filed herewith.

                                       5
<PAGE>

                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                        SEATTLE FILMWORKS,  INC.
                                              (REGISTRANT)


DATED:    January 13, 2000              By:  /s/ Gary R. Christophersen
                                        Gary R. Christophersen
                                        President and Chief Executive Officer
                                        (Principal Executive Officer)

                                       6
<PAGE>

                                  EXHIBIT INDEX

                          Annual Report on Form 10-K/A
                      For The Year Ended September 25, 1999

Exhibit
Number            Exhibit Description
--------          -------------------

3.1               Bylaws of the Company, as amended and restated on November 13,
                  1996. (Incorporated by reference to Exhibit 3.2 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 28, 1996.)

3.2**             Third  Amended  and  Restated  Articles  of  Incorporation  of
                  Seattle FilmWorks, Inc. dated February 5, 1998.

3.4               Form of Certificate of Designation  Preferences  and Rights of
                  Series RP Preferred Stock (previously filed).

4.1               Rights   Agreement   dated   December  16,  1999  between  the
                  Registrant and Chase Mellon  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.)

10.1              Lease  Agreement  dated  September  10, 1985  between  Gilbert
                  Scherer and Marlyn Friedlander,  Lessors, and the Company with
                  respect to certain  office and plant  facilities  in  Seattle,
                  Washington.  (Incorporated  by reference to the exhibit with a
                  corresponding  number  filed with the  Company's  registration
                  statement on Form S-1 (file no. 33-4388)

10.2              First  Amendment to Facility Lease  Agreement  dated April 29,
                  1989,  with Gilbert Scherer and Marlyn  Friedlander,  Lessors.
                  (Incorporated  by  reference  to Exhibit  10.48 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1989.)

10.3              Second Amendment to Facility Lease Agreement dated November 2,
                  1998,  with Gilbert Scherer and Marlyn  Friedlander,  Lessors.
                  (Incorporated  by  reference  to  Exhibit  10.3 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 26, 1998.)

10.4              Consent to Sublease dated September 30, 1996,  between Gilbert
                  Scherer and Marlyn  Friedlander  and Seattle  FilmWorks,  Inc.
                  (Incorporated  by  reference  to  Exhibit  10.3 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 28, 1996.)

10.5              Incentive  Stock  Option  Plan,  as amended and restated as of
                  April 1, 1996.  (Incorporated  by  reference  to Exhibit  10.1
                  filed with the Company's Quarterly Report on Form 10-Q for the
                  quarter ended June 29, 1996.)

10.6              Form of Incentive  Stock Option  Agreement.  (Incorporated  by
                  reference   to  Exhibit   10.2   filed   with  the   Company's
                  Registration Statement on Form S-8, file no. 33-24107.)

10.7              1987 Stock Option Plan, as amended and restated as of April 1,
                  1996.  (Incorporated  by  reference to Exhibit 10.2 filed with
                  the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended June 29, 1996.)

                                       7
<PAGE>


10.8              Form of Stock Option Agreement.  (Incorporated by reference to
                  Exhibit 10.4 filed with the Company's  Registration  Statement
                  on Form S-8, file no. 33-24107.)

10.9              1993 Employee  Stock  Purchase Plan as amended and restated as
                  of May 31, 1995.  (Incorporated  by reference to Exhibit 10.58
                  filed with the  Company's  Annual  Report on Form 10-K for the
                  year ended September 30, 1995.)

10.10             1999  Employee  Stock  Option  Plan  dated  October  20,  1999
                  (previously filed).

10.11             Credit Agreement with Wells Fargo Bank,  National  Association
                  as of March 1, 1997.  (Incorporated  by  reference  to Exhibit
                  10.1 filed with the  Company's  Quarterly  Report on Form 10-Q
                  for the quarter ended June 28, 1997.)

10.12             First  Amendment  to Credit  Agreement  with Wells Fargo Bank,
                  National Association as of February 24, 1998. (Incorporated by
                  reference to Exhibit 10.1 filed with the  Company's  Quarterly
                  Report on Form 10-Q for the quarter ended June 27, 1998.)

10.13             Second  Amendment to Credit  Agreement  with Wells Fargo Bank,
                  National Association as of June 30, 1999 (previously filed).

10.14             Stock  Redemption  Agreement  dated July 20, 1994  between the
                  Company  and  Sam  Rubinstein  and  related  promissory  note.
                  (Incorporated  by reference to Exhibits 5.1 and 5.2 filed with
                  the Company's Report on Form 8-K dated July 22, 1994.)

10.15             Lease  Agreement  dated  September 22, 1995 between the United
                  States of America,  Lessors,  and the Company  with respect to
                  certain plant and warehouse facilities in Seattle, Washington.
                  (Incorporated  by  reference  to Exhibit  10.63 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 30, 1995.)

10.16             Addendum to Lease  Agreement dated January 1, 1996 between the
                  United   States  of  America,   Lessors,   and  the   Company.
                  (Incorporated  by  reference  to  Exhibit  10.3 filed with the
                  Company's  Quarterly Report on Form 10-Q for the quarter ended
                  March 30, 1996.)

10.17             Supplemental  Lease  Agreement  dated October 21, 1996 between
                  the  United  States  of  America,  Lessors,  and the  Company.
                  (Incorporated  by  reference  to Exhibit  10.17 filed with the
                  Company's  Annual  Report  on Form  10-K  for the  year  ended
                  September 28, 1996.)

10.18             Lease  agreement  dated  March  4,  1997  between  Smith  Cove
                  Partnership  and the  Company.  (Incorporated  by reference to
                  Exhibit 10.3 filed with the Company's Quarterly Report on Form
                  10-Q for the quarter ended March 29, 1997.)

10.19*            Sales  contract  dated August 18, 1995 between the Company and
                  Agfa  Division of Miles,  Inc. with respect to the purchase of
                  certain products.  (Incorporated by reference to Exhibit 10.64
                  filed with the Company's Quarterly Report on Form 10-Q for the
                  quarter ended March 30, 1996.)

10.20*            Supplement to sales contract with Agfa Division of Miles, Inc.
                  dated March 29,  1996.  (Incorporated  by reference to Exhibit
                  10.2 filed with the  Company's  Quarterly  Report on Form 10-Q
                  for the quarter ended March 30, 1996.)

                                       8
<PAGE>

10.21*            Agfa Sales Contract and Sales Contract  Addendum dated May 21,
                  1997.  (Incorporated  by  reference to Exhibit 10.2 filed with
                  the  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended June 28, 1997.)

10.22*            Kodak Agreement dated May 13, 1997. (Incorporated by reference
                  to Exhibit 10.3 filed with the Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended June 28, 1997.)

10.23*            AT&T Agreement dated March 5, 1997. (Incorporated by reference
                  to Exhibit 10.2 filed with the Company's  Quarterly  Report on
                  Form 10-Q for the quarter ended March 29, 1997.)

10.24             Warehouse  Sublease  between  Seattle   FilmWorks,   Inc.  and
                  OptiColor, Inc. dated September 26, 1999 (previously filed).

10.25             Warehouse Sublease between Seattle FilmWorks, Inc. and Seattle
                  FilmWorks  Manufacturing  Company  dated  September  26,  1999
                  (previously filed).

10.26             1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
                  and  OptiColor  Inc.  dated  September  26,  1999  (previously
                  filed).

10.27             1260 16th Avenue West Sublease between Seattle FilmWorks, Inc.
                  and Seattle  FilmWorks  Manufacturing  Company dated September
                  26, 1999 (previously filed).

10.28             General Assignment  between Seattle  FilmWorks,  Inc., Seattle
                  FilmWorks  Manufacturing  Company and  OptiColor,  Inc.  dated
                  September  30,  1996.  (Incorporated  by  reference to Exhibit
                  10.24 filed with the Company's  Annual Report on Form 10-K for
                  the year ended September 28, 1996.)

21                Seattle  FilmWorks,  Inc.  Subsidiaries  (previously filed)
23                Consent of Ernst & Young LLP, Independent Auditors (previously
                  filed)
27                Financial Data Schedule (previously filed)

          * Exhibit for which confidential treatment has been granted.
         ** Filed herewith.