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


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                               (Amendment No. 3)*


                                Photoworks, Inc.
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                                (Name of Issuer)

                                  COMMON STOCK
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                         (Title of Class of Securities)

                                    71940B208
                       ---------------------------------
                                 (CUSIP Number)

                                January 22, 2008
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             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
          [ ] Rule 13d-1(b)
          [X] Rule 13d-1(c)
          [ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).


..........................
CUSIP No. 71940B208
..........................

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1 NAME OF REPORTING PERSON:
  I.R.S. Identification Nos. of above persons (entities only):

  J. Carlo Cannell
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
                                                   (b) [ ]
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3 SEC USE ONLY

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4 CITIZENSHIP OR PLACE OF ORGANIZATION

  USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

5 SOLE VOTING POWER: 0*

6 SHARED VOTING POWER:

7 SOLE DISPOSITIVE POWER: 0*

8 SHARED DISPOSITIVE POWER:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  0*
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
   [ ]
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

   0.0%*
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12 TYPE OF REPORTING PERSON

   IN
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* As of January 22, 2008 (the "Reporting Date"), Mr.J. Carlo Cannell and
Tristan Partners, L.P. ("Tristan" and collectively with Mr. Cannell, the
"Funds") owned in the aggregate 0 shares of common stock, par value $0.01 per
share (the "Shares"), of Photoworks, Inc. (the "Company"). Cannell Capital
LLC is the general partner of and investment adviser to Tristan. Mr. J. Carlo
Cannell is the sole managing member of Cannell Capital LLC. As a result, Mr.
Cannell possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
0 Shares, or approximately 0.0% of the Shares deemed issued and
outstanding as of the Reporting Date.



Item 1(a). Name of Issuer:

           Photoworks, Inc.

Item 1(b). Address of Issuer's Principal Executive Offices:

           1260 16th Avenue West
           Seattle, WA 98119

Item 2(a). Name of Person Filing:

           J. Carlo Cannell

Item 2(b). Address of Principal Business Office or if none, Residence:

           P.O. Box 3459
           240 E. Deloney Ave.
           Jackson, WY 83001

Item 2(c). Citizenship:

           USA

Item 2(d). Title of Class of Securities:

           Common Stock

Item 2(e). CUSIP Number:

           71940B208

Item 3.    Not Applicable.

Item 4.    Ownership:

         (a) Amount Beneficially Owned: 0*

* As of January 22, 2008 (the "Reporting Date"), Mr.J. Carlo Cannell and
Tristan Partners, L.P. ("Tristan" and collectively with Mr. Cannell, the
"Funds") owned in the aggregate 0 shares of common stock, par value $0.01 per
share (the "Shares"), of Photoworks, Inc. (the "Company"). Cannell Capital
LLC is the general partner of and investment adviser to Tristan. Mr. J. Carlo
Cannell is the sole managing member of Cannell Capital LLC. As a result, Mr.
Cannell possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
0 Shares, or approximately 0.0% of the Shares deemed issued and
outstanding as of the Reporting Date.



         (b) Percent of Class: 0.0%*

         (c) Number of shares as to which such person has:
             (i)  sole power to vote or to direct the vote: 0*

             (ii) shared power to vote or to direct the vote: 0*

             (iii) sole power to dispose or to direct the disposition of:
                   0*

             (iv) shared power to dispose or to direct the disposition of: 0*

Item 5. Ownership of Five Percent or Less of a Class:

        If this statement is being filed to report the fact that as of the date
        hereof the reporting person has ceased to be the beneficial owner of
        more than five percent of the class securities, check the following |X|

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

        Not Applicable.

Item 7. Identification and Classification of Subsidiary Which Acquired the S
        ecurities:

        Not Applicable.

Item 8. Identification and Classification of Members of the Group:

        Not Applicable.

Item 9. Notice of Dissolution of Group:

        Not Applicable.

* As of January 22, 2008 (the "Reporting Date"), Mr.J. Carlo Cannell and
Tristan Partners, L.P. ("Tristan" and collectively with Mr. Cannell, the
"Funds") owned in the aggregate 0 shares of common stock, par value $0.01 per
share (the "Shares"), of Photoworks, Inc. (the "Company"). Cannell Capital
LLC is the general partner of and investment adviser to Tristan. Mr. J. Carlo
Cannell is the sole managing member of Cannell Capital LLC. As a result, Mr.
Cannell possesses the sole power to vote and to direct the disposition of the
securities held by the Funds. Thus, as of the Reporting Date, for the
purposes of Reg. Section 240.13d-3, Mr.Cannell is deemed to beneficially own
0 Shares, or approximately 0.0% of the Shares deemed issued and
outstanding as of the Reporting Date.

Item 10. Certification:



         By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                  March 7, 2008


                                J. CARLO CANNELL

                              /s/ J. Carlo Cannell

                                J. Carlo Cannell

 Attention: Intentional misstatements or omissions of fact constitute Federal
            criminal violations (See 18 U.S.C. 1001)