<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                ---------------

                                  FORM 10-K/A

      FOR ANNUAL AND TRANSITIONAL REPORTS PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

  [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: 0-27417

                              E-Stamp Corporation

            (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                <C>
                     Delaware                                          76-0518568
         (State or other jurisdiction of                            (I.R.S. Employer
          incorporation or organization)                         Identification Number)
</TABLE>

<TABLE>
<S>                                                <C>
      2051 Stierlin Court, Mountain View, CA                             94043
     (Address of principal executive office)                           (zip code)
</TABLE>

      Registrant's telephone number, including area code: (650) 919-7500

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

<TABLE>
<S>                                                <C>
                                                                 Name of each exchange
               Title of each class                                On which registered
               -------------------                               ---------------------
                       None                                               None
</TABLE>

          Securities registered pursuant to Section 12(g) of the Act:
                        Common Stock, $0.001 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 the 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, based upon the closing sale price of the Common Stock on April
9, 2001 as reported on the National Market of The Nasdaq Stock Market, was
approximately $3,926,000. Shares of Common Stock held by each officer and
director and by each person who owns 5% or more of the outstanding Common
Stock have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes. As of April 9, 2001, registrant had
outstanding 38,150,637 shares of Common Stock.

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
<PAGE>

                               EXPLANATORY NOTE

   The purpose of this Amendment No. 1 to Form 10-K is solely to file the
information required under Items 10-13 of Part III, which the Registrant had
previously incorporated by reference to the Registrant's Proxy Statement for
its Annual Meeting of Stockholders. The Registrant intends to mail its Proxy
Statement to its stockholders on or about June 18, 2001.

                                   PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE COMPANY

Executive Officers and Directors

   The following table sets forth our executive officers' and directors' ages
and positions as of December 31, 2000.

<TABLE>
<S>                    <C> <C>
Robert H. Ewald......   53 President, Chief Executive Officer and Director
Edward F. Malysz.....   41 Vice President, General Counsel, Secretary and Acting
                            Chief Financial Officer
Roderick M. Witmond..   37 Vice President, Business Development
Paul A. Goldman......   39 Vice President, Sales and Marketing
Laurie L. Lindsey....   45 Vice President, Product Development
Daniel P. Walsh......   32 Vice President, Operations
Marcelo A. Gumucio...   63 Chairman of the Board
John V. Balen(1).....   40 Director
Thomas L. Rosch(2)...   38 Director
Peter G. Boit........   41 Director
Adam Wagner(1).......   42 Director
Rebecca Saeger(2)....   45 Director
Robert J. Cresci(1)..   57 Director
</TABLE>
--------
(1) Member of Audit Committee

(2) Member of Compensation Committee

   Robert H. Ewald has been our President and Chief Executive Officer since
February 1999 and has been a Director since January 1999. From July 1996 to
July 1998, Mr. Ewald held various executive positions at Silicon Graphics,
Inc., a manufacturer of computer workstations, servers and supercomputers,
most recently as Executive Vice President and Chief Operating Officer. From
August 1984 to June 1996, Mr. Ewald held various management and executive
positions with Cray Research, Inc., a manufacturer of high performance
computers, including President and Chief Operating Officer. Before joining
Cray Research, Inc., Mr. Ewald led the Computing and Communications Division
of the Los Alamos National Laboratory and was responsible for providing
computing and communications services to government customers nationwide
between 1980 and 1984. Mr. Ewald is currently a director of Ceridian, Inc., an
information technology services company, and a member of the President's
Information Technology Advisory Committee chartered by the White House. Mr.
Ewald received his B.S. in civil engineering from the University of Nevada and
his M.S. in civil engineering from the University of Colorado.

   Edward F. Malysz has been our Vice President, General Counsel and Secretary
since June 1999. In April 2000, Mr. Malysz assumed the additional role of
Acting Chief Financial Officer. From July 1993 to June 1999, Mr. Malysz held
various legal positions with Silicon Graphics, Inc., a manufacturer of
computer workstations, servers and supercomputers, most recently serving as
Senior Corporate Counsel. From August 1988 to July 1993, Mr. Malysz was a
transactional lawyer with the law firm of Berliner Cohen. From August 1982 to
December 1984, Mr. Malysz was a certified public accountant with Arthur Young
& Company, an accounting firm. Mr. Malysz received his B.A. in economics from
the University of California, Santa Barbara and J.D. from Santa Clara
University.


                                       2
<PAGE>

   Roderick M. Witmond joined E-Stamp in August 1999 and currently serves as
Vice President, Business Development. He has also served as Vice President,
Operations, Vice President, Strategic Development and Vice President,
Shipping, Mailing and Supplies Business Unit. From July 1995 to August 1999,
Mr. Witmond was a Principal Consultant with the Government Consulting Practice
of PricewaterhouseCoopers. Mr. Witmond received his B.S. from London
University in London, England and his M.B.A. from the University of Virginia.

   Paul A. Goldman joined E-Stamp in May 2000 with the acquisition of Infinity
Logistics, and currently serves as Vice President, Sales and Marketing. From
January 1990 to May 2000, Mr. Goldman was President of Automated Logistics. In
May 1998, Mr. Goldman founded Infinity Logistics and served as President and
CEO from May 1998 to May 2000. Prior to May 1998 Mr. Goldman was Area Sales
Manager of the Northwest Pacific Region at Pitney Bowes. Mr. Goldman received
his B.A. in Marketing from Boston College.

   Laurie L. Lindsey has been our Vice President, Product Development since
April 2000. From August 1997 to February 2000, Ms. Lindsey was Director of the
EcoTOOLS Product Center for Compuware. From February 1992 to June 1997, Ms.
Lindsey was Director of Engineering at Novell, Inc. Ms. Lindsey received her
B.S. in Mathematics and Computer Science from University of California,
Riverside, and her M.S. in Computer Science from California State University,
Fullerton.

   Daniel P. Walsh has been our Vice President, Operations since November
2000. Mr. Walsh joined E-Stamp in June 2000. From March 1995 to June 2000, Mr.
Walsh held various positions at Visa International, including Department Head
of Corporate Systems. From May 1991 to February 1995 Mr. Walsh held various
software development and management positions at Kraft Foods, in the areas of
corporate and operational software applications. Mr. Walsh also held various
software development positions from 1989 to 1991 at Harris Bank, Chicago, IL.
Mr. Walsh received his B.S. in Business from Indiana University.

   Marcelo A. Gumucio has served as Chairman of the Board since November 1998.
Mr. Gumucio is Managing Partner of Gumucio, Burke and Associates, a private
investment firm that he co-founded in 1992. From April 1996 to July 1997, Mr.
Gumucio was Chief Executive Officer of Micro Focus PLC, an enterprise software
provider. He has also served as a member of the Micro Focus' board of
directors since January 1996. Before joining Micro Focus, Mr. Gumucio was
President and Chief Executive Officer of Memorex Telex NV between 1992 and
1996. Mr. Gumucio currently serves on the board of directors of BidCom, Inc.,
Digital Island and Burr Brown Corporation and serves as Chairman of the boards
of WebSentric and NetFreight. Mr. Gumucio received his B.S. in mathematics
from the University of San Francisco and M.S. in applied mathematics and
operations research from the University of Idaho. Mr. Gumucio is also a
graduate of the Harvard Business School Advanced Management Program.

   John V. Balen has served on the Board of Directors since July 1998. Mr.
Balen joined Canaan Partners, a national venture capital investment firm, in
September 1995 where he is currently a general partner. From June 1985 to June
1995, Mr. Balen served as Managing Director of Horsley Bridge Partners, a
private equity investment management firm. Mr. Balen currently serves on the
board of directors of Intraware and Commerce One. Mr. Balen received his B.S.
in electrical engineering and M.B.A. from Cornell University.

   Thomas L. Rosch has served on the Board of Directors since September 1997.
Mr. Rosch joined InterWest Partners in January 2000 where he is currently
general partner and managing director. InterWest Partners is a Silicon Valley-
based venture capital firm that invests in information technology and health
care companies. Previously, Mr. Rosch was a partner at AT&T Ventures from
December 1996 to January 2000. AT&T Ventures is an independent venture capital
fund that invests in information technology companies. Prior to AT&T Ventures,
Mr. Rosch served as a senior member of The Boston Consulting Group from
November 1989 to November 1996. Mr. Rosch received his A.B. in government and
philosophy from Harvard University and J.D./M.B.A. from Stanford University.

   Peter G. Boit has served on the Board of Directors since July 2000. Since
1994, Mr. Boit has been with Microsoft Corporation in various positions,
including Sales Manager, Director of Licensing, General Manager of

                                       3
<PAGE>

Licensing, and most recently as Vice President of e-Commerce. Since January
2000, he has served as a director for Vertaport, a privately held company. Mr.
Boit received his B.A. in English from the University of Vermont and M.B.A
from the Kellogg Graduate School of Management at Northwestern University.

   Adam Wagner has served on the Board of Directors since November 1996. Mr.
Wagner is the founder and principal of Neo Ventures, LLC, a privately held
investment firm, since its formation in September 1999. From
June 1992 until September 1999, Mr. Wagner served as Vice President,
Investments at Wagner & Brown, Ltd., a closely-held oil and gas investment
company. Mr. Wagner currently serves on the board of directors of Advanced
Data Analysis and Preservation Technology, Inc., Innotek Powder Coatings,
L.L.C. and SeaSound, LLC Mr. Wagner received his B.S. in geology from the
University of Oklahoma and M.B.A. from the University of Southern California.

   Rebecca Saeger has served on the Board of Directors since September 1999.
Since June 1997, Ms. Saeger has served as Executive Vice President of Brand
Marketing for VISA U.S.A., a provider of payment products and services. From
June 1991 to May 1997, Ms. Saeger served in various positions at Foote, Cone &
Belding San Francisco, an advertising agency, including Senior Vice President,
Group Management Supervisor and Director of Account Management. From June 1980
to April 1991, Ms. Saeger worked at Ogilvy and Mather New York, an advertising
agency, where she held a variety of positions, including most recently, Senior
Vice President, Group Director. Ms. Saeger received her B.A. from Muhlenberg
College and M.B.A. from the Wharton School of Business, University of
Pennsylvania.

   Robert J. Cresci has served on the Board of Directors since October 1999.
Since 1990, Mr. Cresci has served as a Managing Director of Pecks Management
Partners Ltd., which specializes in managing portfolios of public and private
convertible securities for institutional clients. Mr. Cresci currently serves
on the board of directors of Sepracor, Inc., Aviva Petrolium Ltd., Film Roman,
Inc., Castle Dental Centers, Inc., j2 Global Communications, Inc., Candlewood
Hotel Co. and SeraCara, Inc. Mr. Cresci is a graduate of the United States
Military Academy at West Point and received an MBA from Columbia University.

Classified Board

   Our certificate of incorporation provides for a classified board of
directors consisting of three classes of directors, each serving staggered
three-year terms. As a result, a portion of our board of directors will be
elected each year. Marcelo A. Gumucio and Adam Wagner have been designated
Class II directors whose terms expire at the 2001 annual meeting of
stockholders. Peter Boit, John V. Balen and Rebecca Saeger have been
designated as Class III directors whose terms expire at the 2002 annual
meeting of stockholders. Robert H. Ewald, Thomas L. Rosch and Robert J. Cresci
have been designated Class I directors whose terms will expire at the 2003
annual meeting of stockholders. This classification of the board of directors
may delay or prevent a change in control of our company or in our management.

   Executive officers are appointed by the board of directors on an annual
basis and serve until their successors have been duly elected and qualified.
There are no family relationships among any of our directors, officers or key
employees.

Board Committees

   We established an audit committee and a compensation committee in July
1998.

   Our audit committee currently consists of Messrs. Balen, Wagner and Cresci.
Among other duties, the audit committee reviews our internal accounting
procedures and consults with and reviews the services provided by our
independent auditors.

   Our compensation committee currently consists of Mr. Rosch and Ms. Saeger.
The compensation committee reviews and recommends to the board of directors
the compensation and benefits of our employees.


                                       4
<PAGE>

Director Compensation

   Except for our Chairman of the Board, we do not currently compensate our
directors in cash for their service as members of the board of directors,
although we reimburse our directors for expenses in connection with attendance
at board of director and compensation committee meetings. We currently pay Mr.
Gumucio $9,537
per month for his service as Chairman of the Board. In addition, we provide
Mr. Gumucio with health coverage and other employee benefits, and have agreed
to provide Mr. Gumucio and his dependents with continued health coverage until
Mr. Gumucio reaches the age of 65. Under our stock option plan, directors are
eligible to receive stock option grants at the discretion of the board of
directors or other administrator of the plan.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership on Form 3 and
changes in ownership on Form 4 or Form 5 with the SEC. Such officers,
directors and 10% stockholders are also required by SEC rules to furnish the
Company with copies of all Section 16(a) forms they file. Based solely on its
review of the copies of such forms received by it, the Company believes that,
during the fiscal year ended December 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and 10% stockholders were
satisfied, except that Peter Boit and Paul Goldman each filed a Form 3 late
and Adam Wagner filed a Form 4 late.

                                       5
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

   The table below summarizes the compensation earned for services rendered to
us in all capacities for the fiscal years ended December 31, 2000, December
31, 1999 and December 31, 1998 by our chief executive officer, our next three
most highly compensated executive officers and our two most highly compensated
former executive officers who earned more than $100,000 during the fiscal year
ended December 31, 2000. These executives are referred to as the Named
Executive Officers elsewhere in this document.

<TABLE>
<CAPTION>
                                                      Long-Term
                                    Annual          Compensation
                                 Compensation          Awards
                              ------------------    -------------
                                                     Securities
                                                     Underlying
   Name and Principle                                  Options     All Other
        Position         Year Salary($) Bonus($)    (# of Shares) Compensation
   ------------------    ---- --------- --------    ------------- ------------
<S>                      <C>  <C>       <C>         <C>           <C>
Robert H. Ewald......... 2000 $296,657  $100,000        928,906     $273,398(3)
 President and Chief
  Executive Officer      1999  227,169   125,000      1,626,250      862,084(4)
                         1998      --        --             --           --

Edward F. Malysz........ 2000  150,024    50,000         60,000       60,635(5)
 Vice President, General
  Counsel, Secretary     1999   73,235    70,500(9)     187,500        2,125(7)
 and Acting Chief
  Financial Officer      1998      --        --             --           --

Roderick M. Witmond..... 2000  166,500    54,000         85,000       66,955(6)
 Vice President,
  Business Development   1999   62,826    40,000(9)     187,500        1,425(7)
                         1998      --        --             --           --

Laurie L. Lindsey....... 2000  139,346    18,000        340,000        2,841(7)
 Vice President, Product
  Development            1999      --        --             --           --
                         1998      --        --             --           --

Nicole Eagan............ 2000  115,001    46,668            --         3,146(7)
 Vice President,
  Marketing and Sales(1) 1999  172,819   182,268(9)      62,500        1,448(7)
                         1998  128,750    28,000         35,000          --

Thomas J. Reinemer...... 2000  138,599    82,693            --        50,404(8)
 Vice President,
  International(2)       1999  160,342   139,072(9)         --         2,860(7)
                         1998  128,750    28,000         35,000          --
</TABLE>
--------
(1) Ms. Eagan served as Vice President, Marketing and Sales from July 1999
    until May 2000 and as Vice President, Marketing and Business Development
    from May 1996 until July 1999.

(2) Mr. Reinemer served as Vice President, International from March 1999 to
    September 2000 and as Vice President, Operations from August 1996 until
    March 1999

(3) Includes $270,523 for forgiveness of a portion of a loan and E-Stamp's
    contributions to its 401(k) plan in 2000 on behalf of Mr. Ewald.

(4) Includes $860,000 for a stock bonus award and E-Stamp's contributions to
    its 401(k) plan in 1999 on behalf of Mr. Ewald.

(5) Includes $58,008 for stock repurchased at a price exceeding the fair value
    of the stock at the date of repurchase and E-Stamp's contributions to its
    401(k) plan in 2000 on behalf of Mr. Malysz.

(6) Includes $63,408 for stock repurchased at a price exceeding the fair value
    of the stock at the date of repurchase and E-Stamp's contributions to its
    401(k) plan in 2000 on behalf of Mr. Witmond.

(7) Represents E-Stamp's contributions to its 401(k) plan on behalf of the
    Named Executive Officers.

(8) Includes severance pay of $46,816 and E-Stamp's contributions to its
    401(k) plan in 2000 on behalf of Mr. Reinemer.

(9) Performance bonuses applicable to 1999 but paid in 2000 are shown as
    bonuses for 1999.

                                       6
<PAGE>

Option Grants in the Last Fiscal Year

   The following table sets forth information with respect to stock options
granted to each of the Named Executive Officers in the fiscal year ended
December 31, 2000, including the potential realizable value over the ten-year
term of the options, based on assumed rates of stock appreciation of 5% and
10%, compounded annually, and based upon the fair market value at the date of
grant as determined by the board of directors which was equal to the exercise
price. These assumed rates of appreciation comply with the rules of the
Securities and Exchange Commission and do not represent our estimate of future
stock price. Actual gains, if any, on stock option exercises will be dependent
on the future performance of our common stock.

   In the fiscal year ended December 31, 2000, we granted options to purchase
up to an aggregate of 4,061,299 shares to employees, directors and
consultants. All options were granted under our 1996 Stock Option and
Restricted Stock Plan or our 1999 Stock Plan at exercise prices at or above
the fair market value of our common stock on the date of grant. All options
have a term of ten years. Optionees may pay the exercise price by cash,
certified check, or delivery of already-owned shares of our common stock. The
option shares vest pursuant to various schedules.

<TABLE>
<CAPTION>
                                      Individual Grants
                         -------------------------------------------
                                                                         Potential
                                                                     Realizable Value
                                                                     at Assumed Annual
                                    % of Total                        Rates of Stock
                         Number of    Options                              Price
                         Securities Granted to                       Appreciation For
                         Underlying  Employees  Exercise                Option Term
                          Options     in Last     Price   Expiration -----------------
          Name           Granted(#) Fiscal Year ($/Share)    Date     5%($)   10%($)
          ----           ---------- ----------- --------- ---------- ------- ---------
<S>                      <C>        <C>         <C>       <C>        <C>     <C>
Robert H. Ewald.........   14,500       0.36      12.31    2/18/10   112,277   284,533
                           35,500       0.87      12.31    2/18/10   274,886   696,615
                          878,906      21.64       0.75    2/18/09   330,212   798,047
Edward F. Malysz........    9,000       0.22      12.31    2/18/10    69,689   176,607
                            1,000       0.02      12.31    2/18/10     7,743    19,623
                           16,571       0.41       1.47    9/18/10    15,307    38,791
                           33,429       0.82       1.47    9/18/10    30,879    78,254
Roderick M. Witmond.....    9,000       0.22      12.31    2/18/10    69,689   176,607
                            1,000       0.02      12.31    2/18/10     7,743    19,623
                           19,697       0.49       1.47    9/18/10    18,195    46,108
                           55,303       1.36       1.47    9/18/10    51,085   129,458
Laurie L. Lindsey.......   30,000       0.74      10.19    3/13/10   192,206   487,088
                          120,000       2.95      10.19    3/13/10   768,824 1,948,350
                           16,929       0.42       3.38    5/22/10    35,932    91,059
                           73,071       1.80       3.38    5/22/10   155,095   393,040
                           12,502       0.31       1.47    9/18/10    11,548    29,266
                           87,498       2.15       1.47    9/18/10    80,824   204,823
Nicole Eagan............   14,000       0.34      12.31    2/18/10   108,406   274,721
                           16,000       0.39      12.31    2/18/10   123,892   373,967
Thomas J. Reinemer......   17,500       0.43      12.31    2/18/01   135,507   343,402
                            2,500       0.06      12.31    2/18/01    19,358    49,057
</TABLE>

                                       7
<PAGE>

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

   The following table describes for the Named Executive Officers their option
exercises for the fiscal year ended December 31, 2000, and exercisable and
unexercisable options held by them as of December 31, 2000.

   The "Value of Unexercised In-the-Money Options at December 31, 2000" is
based on a value of $0.1875 per share, the fair market value of our common
stock as of December 31, 2000, which was the closing price of our common stock
on December 29, 2000, as reported on the NASDAQ stock market, less the per
share exercise price, multiplied by the number of shares issued upon exercise
of the option. All options were granted under our 1996 Stock Option and
Restricted Stock Plan and our 1999 Stock Plan. The option shares vest pursuant
to various schedules.

<TABLE>
<CAPTION>
                                                         Number of
                                                   Securities Underlying     Value of Unexercised
                                                  Unexercised Options At    In-the-Money Options at
                           Shares                  December 31, 2000(#)      December 31, 2000($)
                         Acquired on    Value    ------------------------- -------------------------
          Name           Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
          ----           ----------- ----------- ----------- ------------- ----------- -------------
<S>                      <C>         <C>         <C>         <C>           <C>         <C>
Robert H. Ewald.........      --       $   --      87,891       841,015       $ --         $ --
Edward F. Malysz........      --           --       6,250        53,750         --           --
Roderick M. Witmond.....      --           --       9,375        75,625         --           --
Laurie L. Lindsey.......      --           --      23,750       316,250         --           --
Nicole Eagan............      --           --         --            --          --           --
Thomas J. Reinemer......   10,938       88,024        --            --          --           --
</TABLE>

Related Party Transactions

   E-Stamp entered into a merger agreement, an escrow agreement, and related
agreements with Paul Goldman in connection with E-Stamp's acquisition of
Infinity Logistics Corporation and Automated Logistics Corporation on May 23,
2000. Commencing in May 2000, the Company paid two automotive leasing
companies an aggregate of $7,152.32 for two automobiles operated by Paul
Goldman, its Vice President, Sales.

   In connection with the early exercise of stock options held by officers Bo
Ewald, Ed Malysz, and Rod Witmond, E-Stamp extended secured loans in the form
of promissory notes to each officer. The loans are secured pursuant to
restricted stock purchase agreements and related letter agreements between E-
Stamp and each officer. In October 2000, E-Stamp repurchased certain of the
shares held by Messrs. Ewald, Malysz and Witmond, and reduced the principal
amount remaining under the promissory notes. The principal amounts currently
outstanding under the notes are $469,688, $70,313, and $56,250, respectively.

   Pursuant to a stock pledge agreement between E-Stamp and Marcelo Gumucio
and Carole Gumucio and a stock pledge agreement between E-Stamp and Robert
Ewald, as of April 9, 2001, E-Stamp has the right to repurchase 15,000 and
4,374 shares of E-Stamp common stock, respectively, upon an event of default
under such agreements. The stock pledge agreements were entered into in
connection with a $410,000 loan to Mr. Ewald and a $150,000 loan to the
Gumucio's. The purpose of the loans was to pay the taxes incurred by both
parties upon receipt of a 125,000 share stock bonus to Mr. Ewald and a 62,500
share stock bonus to Mr. Gumucio. The loans are forgivable over 8 quarterly
periods commencing on August 18, 1999, so long as Mr. Ewald and Mr. Gumucio
remain in the service of E-Stamp.

   E-Stamp has extended a loan to Robert Ewald pursuant to a Promissory Note
dated January 14, 2000, and E-Stamp has entered into a related Stock Pledge
Agreement with Mr. Ewald in connection therewith. E-Stamp retained the right
to repurchase these shares in the event of default.

   During 2000, we paid Microsoft Corporation the aggregate sum of $2,762.557
pursuant to the terms of a marketing arrangement. Microsoft owns 5.3% of E-
Stamp's issued and outstanding Common Stock.

   E-Stamp has entered into Change of Control Severance Agreements with each
of its officers, which agreements provide for the payment of one year of base
salary, continued health coverage for a one year period, the forgiveness of
certain loans related to the early exercise of stock options and outplacement
services.

                                       8
<PAGE>

   E-Stamp provides each officer with a quarterly retention bonus if such
officer remains employed by E-Stamp through the end of each quarter.

Compensation Committee Interlocks and Insider Participation

   No member of the compensation committee serves as a member of the board of
directors or compensation committee of any entity that has one or more
executive officers serving as a member of our board of directors or
compensation committee.

   On June 7, 2000, E-Stamp provided a relocation loan to Roderick Witmond in
the original principal sum of $400,000. The loan is due and payable on the
earlier of 90 days following the termination of his employment with E-Stamp or
the fifth anniversary of the loan. The loan will be partially forgiven in the
amount of $100,000 if Mr. Witmond remains employed by E-Stamp for the term of
the loan and in the amount of $200,000 if Mr. Witmond's employment with the
Company is terminated as a result of a reduction in force or business
combination. The loan is secured by a deed of trust encumbering his residence.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   During 2000, E-Stamp paid Microsoft Corp. the sum of $2,762,557 pursuant to
the terms of a marketing agreement. Microsoft owns 5.3% of the issued and
outstanding E-Stamp common stock. The following table sets forth certain
information regarding beneficial ownership of the Company's Common Stock as of
April 9, 2001 by (i) the Company's Chief Executive Officer, (ii) each of the
four other most highly compensated executive officers of the Company during
the year ended December 31, 2000, (iii) any individual that would have
qualified for category (ii) had they be employed by the Company as an
executive officer at year's end, and (iv) all those known by the Company to be
beneficial owners of more than five percent of outstanding shares of the
Company's Common Stock. This table is based on information provided to the
Company or filed with the Securities and Exchange Commission by the Company's
directors, executive officers and principal stockholders. Unless otherwise
indicated in the footnotes below, and subject to community property laws where
applicable, each of the named persons have sole voting and investment power
with respect to the shares shown as beneficially owned.

   Unless otherwise indicated, the address for each stockholder listed in the
following table is c/o E-Stamp Corporation, 2051 Stierlin Court, Mountain
View, California 94043. Applicable percentage ownership in the following table
is based on 38,150,657 shares of Common Stock outstanding as of the April 9,
2001.

<TABLE>
<CAPTION>
                                                                Percentage of
                                                      Number of     Shares
              Name of Person or Entity                 Shares   Outstanding (*)
              ------------------------                --------- --------------
<S>                                                   <C>       <C>
Microsoft Corporation(1)............................  2,026,225      5.3%
Directors and Executive Officers:
Robert H. Ewald(2)..................................  1,059,582      2.8%
Thomas J. Reinemer..................................     33,500        *
Nicole Eagan........................................    150,000        *
Roderick M. Witmond(3)..............................     68,751        *
Edward F. Malysz(4).................................     77,161        *
Laurie L. Lindsey...................................     94,375        *
Marcelo A. Gumucio(5)...............................    451,212      1.2%
John V. Balen(6)....................................  1,497,877      4.0%
Thomas L. Rosch.....................................      2,780        *
Peter G. Boit.......................................        500        *
Adam Wagner(7)......................................    741,192      1.9%
Rebecca Saeger(8)...................................     20,833      0.1%
Robert J. Cresci(9).................................    727,448      1.9%
All directors and executive officers as a group (15)
 persons(10)........................................  6,113,566       16%
</TABLE>
--------
  * Less than 1% of the outstanding shares of common stock.

                                       9
<PAGE>

 (1) The address for Microsoft Corporation is One Microsoft Way, Redmond,
     Washington 98502.

 (2) Includes 279,297 options exercisable within 60 days of April 9, 2001.

 (3) Includes 21,876 options exercisable within 60 days of April 9, 2001.

 (4) Includes 15,626 options exercisable within 60 days of April 9, 2001.

 (5) Includes 15,625 shares are exercisable within 60 days of April 9, 2001
     and 163,225 shares are unvested and subject to a right of repurchase in
     favor of the Company, which right lapses over time.

 (6) These shares are beneficially owned by Canaan Equity, L.P. Mr. Balen is a
     principal of Canaan Partners. Mr. Balen disclaims beneficial ownership of
     these shares.

 (7) Includes 250,000 shares of common stock held by Wagner & Brown, Ltd., Mr.
     Wagner's former employer. Mr. Wagner has disclaimed beneficial ownership
     of these shares. Also: includes 62,500 shares of common stock held by
     Wagner Family Partnership VI, of which Mr. Wagner is a partner. Mr.
     Wagner has a 12.5% beneficial ownership of these shares. Includes 200,000
     shares of common stock held in escrow and for which Mr. Wagner is an
     escrow agent. Wagner & Brown, Ltd. claims beneficial ownership of 38,280
     shares and Wagner Family Partnership VI claims beneficial ownership of
     9,560 shares. Includes 163,594 shares held by Wagner & Brown, Ltd., and
     56,328 shares held by Wagner Family Partnership VI, in each case
     transferred by Unified Holdings, LLC. Mr. Wagner is a managing member of
     Unified Holdings, LLC. Includes 3,385 shares of common stock held by
     Wagner & Brown, Ltd. and 3,385 shares of common stock held by Wagner
     Family Partnership VI. Includes 2,000 shares held by Mr. Wagner's wife.

 (8) Includes 20,833 shares issuable upon exercise of options held by Ms.
     Saeger within 60 days of April 9, 2001.

 (9) Includes 96,968 shares of common stock held by the Declaration of Trust
     for Defined Benefit Plans of Zeneca Holdings Inc., 145,490 shares of
     common stock held by the Declaration of Trust for Defined Benefit Plans
     of ICI American Holdings Inc. and 484,990 shares held by the Delaware
     State Employees' Retirement Fund. Such funds are managed by Pecks
     Management Partners Ltd., of which Mr. Cresci is a Managing Director. Mr.
     Cresci disclaims beneficial ownership of these shares.

(10) Includes 1,335,734 shares issued under the 1999 Stock Plan and 1996 Stock
     Option and Restricted Stock Plan which were vested and 163,225 shares
     which were unvested at April 9, 2001 and subject to a right of repurchase
     in favor of E-Stamp, which right lapses over time. Includes 472,632
     shares issuable upon exercise of options within 60 days of April 9, 2001.

Other Transactions

   We have entered into indemnification agreements with each of our executive
officers and directors.

   We have granted options to our executive officers and some of our
directors.

   We currently pay Marcelo Gumucio $9,537 per month for his service as
Chairman of the Board.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   Reference is made to "Related Party Transactions" at pages 9 and 10 of this
filing.

                                      10
<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mountain View, California, on the 30th day of April, 2001.

                                          E-STAMP CORPORATION

                                          By:     /s/ Robert H. Ewald
                                            -----------------------------------
                                                     Robert H. Ewald
                                              President and Chief Executive
                                                         Officer

                               POWER OF ATTORNEY

   Pursuant to the requirements of the Securities Act of 1934, this Amendment
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/ Robert H. Ewald           President, Chief Executive      April 30, 2001
____________________________________ Officer and Director
          Robert H. Ewald            (Principal Executive
                                     Officer)
      /s/ Edward F. Malysz           Vice President and Acting       April 30, 2001
____________________________________ Chief Financial Officer
          Edward F. Malysz           (Principal Financial and
                                     Accounting Officer), General
                                     Counsel and Secretary
     /s/ Marcelo A. Gumucio          Chairman of the Board           April 30, 2001
____________________________________
         Marcelo A. Gumucio
        /s/ John V. Balen            Director                        April 30, 2001
____________________________________
           John V. Balen
       /s/ Thomas L. Rosch           Director                        April 30, 2001
____________________________________
          Thomas L. Rosch
            /s/                      Director                        April 30, 2001
____________________________________
             Peter Boit
         /s/ Adam Wagner             Director                        April 30, 2001
____________________________________
            Adam Wagner
            /s/                      Director                        April 30, 2001
____________________________________
           Rebecca Saeger
      /s/ Robert J. Cresci           Director                        April 30, 2001
____________________________________
          Robert J. Cresci
</TABLE>