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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 3

(Mark One)

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

         For the fiscal year ended December 31, 2000

                                       OR

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

For the transition period from ____________________ to ________________________

                        Commission file number 00-26363
                                               --------



                          INTERNET PICTURES CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          DELAWARE                                               52-2213841
-----------------------------                                -----------------
 State or other jurisdiction                                   (IRS Employer
incorporation or organization                                Identification No.)

                1009 Commerce Park Drive
                  Oak Ridge, Tennessee                             37830
--------------------------------------------------------------------------------
       (Address of principal executive offices)                  (Zip Code)

        Registrant's telephone number, including area code (865) 482-3000
                                                           --------------

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

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $.001 par value
--------------------------------------------------------------------------------
                                (Title of Class)

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 such 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. [ ]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 1, 2001 was $39,397,685 (based on the average bid and ask
price of $0.609).

The number of shares outstanding of the registrant's common stock, $.001 par
value, as of March 1, 2001 was 65,952,645.


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                                     PART IV

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

         (c)      This Form 10-K/A (Amendment No. 3) is being filed solely to
                  update Exhibit 10.16 (which Exhibit was originally filed with
                  the SEC on April 2, 2001) by adding Schedule 6.1 thereto
                  because the Registrant no longer seeks confidential treatment
                  for that schedule. Confidential treatment has been granted by
                  the Securities and Exchange Commission for the redacted
                  portions of Exhibit 10.16 hereto.

<TABLE>
<CAPTION>
Exhibit
Number   Description
------   -----------

<S>      <C>
10.16*   License Agreement dated January 12, 2001 between Internet Pictures
         Corporation and Homestore Virtual Tours, Inc. (Exhibit was originally
         filed with the SEC on April 2, 2001)
</TABLE>

*        Confidential treatment with respect to certain portions of the exhibit
         has been granted by the Securities and Exchange Commission.















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                                   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.


                                    INTERNET PICTURES CORPORATION



                                    By: /s/ Donald W. Strickland
                                        ----------------------------------------
                                    Donald W. Strickland
                                    President and Chief Executive Officer

                                    Date:  August 7, 2001

Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                             TITLE                              DATE

<S>                                   <C>                                <C>
/s/            *                      Chairman of the Board and Chief    August 7, 2001
----------------------------------    Executive Officer
       James M. Phillips

/s/            *                      President and Chief Operating      August 7, 2001
----------------------------------    Officer
      Donald W. Strickland

/s/            *                      Chief Financial Officer (Chief     August 7, 2001
----------------------------------    Accounting Officer)
         John J. Kalec

/s/            *                      Director                           August 7, 2001
----------------------------------
       Michael D. Easterly

/s/            *                      Director                           August 7, 2001
----------------------------------
        John S. Hendricks

/s/            *                      Director                           August 7, 2001
----------------------------------
      Laban P. Jackson, Jr.

/s/            *                      Director                           August 7, 2001
----------------------------------
          John Moragne

/s/            *                      Director                           August 7, 2001
----------------------------------
      John H. Trezevant


*By: /s/ Donald W. Strickland
     ----------------------------------
          Donald W. Strickland
           Power of Attorney
</TABLE>




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