EXHIBIT 3
                             ARTICLES OF AMENDMENT
                                       OF
                            SEATTLE FILMWORKS, INC.


          Pursuant to RCW 23B.10.060, the undersigned corporation adopts the
following Articles of Amendment to its Restated Articles of Incorporation:
 
          FIRST:  The name of the corporation is SEATTLE FILMWORKS, INC. (the
"Corporation").
 
          SECOND:  The Restated Articles of Incorporation are hereby amended by
deleting Article IV, Section 1 in its entirety and replacing it with a new
Article IV, Section 1 to read as follows:

                                   ARTICLE IV

                    (1)  Authorized Capital.  The total number of shares which
          the Corporation is authorized to issue is one hundred three million
          two hundred fifty thousand (103,250,000), consisting of one hundred
          one million two hundred fifty thousand (101,250,000) shares of common
          stock, par value $.01, and two million (2,000,000) shares of preferred
          stock, par value $.01.  Shares shall be issued at such prices as shall
          be determined by the Board of Directors.  The common stock is subject
          to the rights and preferences of the preferred stock as hereinafter
          set forth.
 

          THIRD:  This amendment does not provide for an exchange,
reclassification or cancellation of issued shares.
 
          FOURTH:  The foregoing amendment was adopted by the Board of Directors
of the Corporation on February 12, 1997 without shareholder action.  Pursuant to
RCW 23B.10.020(4), shareholder action with regard to this amendment of the
Restated Articles of Incorporation of the Corporation is not required.
 

                              SEATTLE FILMWORKS, INC.



                              By:/s/ Gary R. Christophersen
Date: February 13, 1997       Gary R. Christophersen, President