EXHIBT 3.2

                             ARTICLES OF CORRECTION
                TO THE ARTICLES OF AMENDMENT OF PHOTOWORKS, INC.

         In  accordance  with  Section  23B.01.240  of the  Washington  Business
Corporation  Act (the  "Act"),  the  following  Articles  of  Correction  to the
Articles of  Amendment  filed with the  Washington  Secretary  of State filed by
PhotoWorks, Inc. (the "Company"), are submitted for filing.

         1. The name of the Company is PhotoWorks, Inc.

         2. The Articles of  Amendment  filed with the  Washington  Secretary of
State on April  24,  2001,  attached  hereto  as  Exhibit  A (the  "Articles  of
Amendment"), require correction as permitted by Section 23B.01.240 of the Act.

         3. Section 1 of the Articles of Amendment  incorrectly  states that "Of
the  2,000,000  shares of  authorized  Preferred  Stock,  33,330 shares shall be
designated and known as `Series B Preferred.'"

         4. Section 1 of the Articles of Amendment is hereby amended and deleted
in its entirety and replaced with the following:

            Of the 2,000,000 shares of authorized Preferred Stock, 36,830 shares
shall be designated and known as "Series B Preferred Stock."

         5. The Articles of Amendment were  authorized and approved by the Board
of Directors on March 27, 2001,  pursuant to RCW  23B.06.020,  and the number of
Preferred  Shares  designated and known as Series B Preferred in the Articles of
Amendment  actually  filed with the  Washington  Secretary of State on April 24,
2001 were an error. Shareholder approval was not required.

         IN WITNESS WHEREOF, the Company has caused these Articles of Correction
to be signed by Howard Lee, its President and Chief Executive Officer, this 24th
day of April, 2001.

                                     PHOTOWORKS, INC.

                                     By:   /s/   Howard Lee
                                           ------------------------
                                           Howard Lee
                                           President and Chief Executive Officer







                                    Exhibit A


                              Articles of Amendment

           [TO BE ATTACHED - See Current Report Exhibit 3.1]