SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

(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, 1998

    [ ]    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 0-23077
                                                -------

                                 IMAGEMAX, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


               Pennsylvania                              23-2865585
      -------------------------------                 -------------------
      (State or other jurisdiction of                  (I.R.S. employer
       incorporation or organization)                 identification no.)


                        1100 E. Hector Street, Suite 396
                           Conshohocken, Pennsylvania                19428
                     ---------------------------------------       ----------
                     (Address of principal executive offices       (Zip Code)


       Registrant's telephone number, including area code: (610) 832-2111
                                                           --------------

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

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


                      Common Stock, no par value per share
                      ------------------------------------
                                (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 Part III of this Form 10-K/A or any amendment
to this Form 10-K/A. [  ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant was $7,899,782 as of April 13, 1999.

     On April 13, 1999 the Registrant had outstanding 6,591,065 shares of Common
Stock, no par value.

                       DOCUMENTS INCORPORATED BY REFERENCE

     In accordance with instruction G(3) to Form 10-K, the Registrant is
amending its Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 1999 to provide information required under Part III
thereof.


<PAGE>


<TABLE>
<CAPTION>

                                       TABLE OF CONTENTS
<S>                                                                                      <C>
Item                                                                                     Page
----                                                                                     ----
PART III................................................................................  1
     Item 10.   Directors and Executive Officers of Registrant .........................  1
     Item 11.   Executive Compensation .................................................  4
     Item 12.   Security Ownership of Certain Beneficial Owners and Management.......... 10
     Item 13.   Certain Relationships and Related Transactions ......................... 12
PART IV.
     Item 14.   Exhibits, Financial Statement Schedules and Reports on Form 8-K ........ 13
</TABLE>


<PAGE>


                                    PART III.


Item 10. Directors and Executive Officers of Registrant

     The Board of Directors is divided into three classes of directors with each
director serving a three-year term. Information regarding the Company's
executive officers and certain key employees who are not directors is set forth
in Item 4(a) of the Company's Annual Report on Form 10-K previously filed with
the Securities and Exchange Commission.

     The following table sets forth the name, age, period of service and
principal occupation of each director.

<TABLE>
<CAPTION>

NAME                     AGE    SINCE     PRINCIPAL OCCUPATION
----                     ---    -----     --------------------
<S>                       <C>    <C>      <C>
Lewis E. Hatch, Jr.       72     1997     Chairman of the Board of Directors(2)(4)

Andrew R. Bacas+          40     1996     Acting Chief Executive Officer, Vice Chairman of the
                                          Board of Directors and Secretary(2)

Lennox K. Black           68     1997     Director(3)(5)

David C. Carney           61     1997     Director(1)(4)

Bruce M. Gillis*          42     1996     Director

Steven N. Kaplan          38     1997     Director(3)(5)

Rex Lamb                  40     1997     Business Unit Manager, Group Leader and Director(3)

John E. Semasko           53     1997     Business Unit Manager, Group Leader and Director(2)(4)

Mitchell J. Taube         42     N/A      Business Unit Manager, Group Leader and Director(1)
</TABLE>

----------
(1)  Class I director to serve until the 2001 annual meeting of the Company's
     shareholders.

(2)  Class II director to serve until the 1999 annual meeting of the Company's
     shareholders.

(3)  Class III director to serve until the 2000 annual meeting of the Company's
     shareholders.

(4)  Member of the Audit Committee.

(5)  Member of the Compensation Committee.

+    A description of Mr. Bacas's background and biological information is set
     forth in Item 4(a) of the Company's Annual Report on Form 10-K previously
     filed with the Securities and Exchange Commission.

*    Mr. Gillis resigned as a director of the Company effective April 12, 1999.

     LEWIS E. HATCH, JR. became a director of the Company in December 1997 and
has served as Chairman of the Board of Directors since September 1998. Mr. Hatch
is the retired former Chairman and Chief Operating Officer of Rusch
International, an international medical device manufacturer. Mr. Hatch is a
director of Teleflex Incorporated and Park-Ohio Industries, Inc. Mr. Hatch has
an undergraduate degree from Ursinus College.

     LENNOX K. BLACK became a director of the Company in December 1997. Mr.
Black has been the Chairman of Teleflex Incorporated, a diversified manufacturer
of automotive, marine, industrial, aerospace and


<PAGE>


medical products, since 1982 and served as its Chief Executive Officer from 1982
to 1995. Mr. Black currently serves as a director of Quaker Chemical
Corporation, Pep Boys and the Penn Virginia Corporation. Mr. Black has an
undergraduate degree in Economics from McGill University.

     DAVID C. CARNEY became a director of the Company in December 1997. Mr.
Carney has been an Executive Vice President of Jefferson Health System, a health
care organization, since 1996. From 1991 to 1995, Mr. Carney served as the Chief
Financial Officer of CoreStates Financial Corporation. Mr. Carney currently
serves as a director of CMAC Investment Corporation, AAA Mid-Atlantic & Keystone
Insurance Companies and the World Affairs Council. Mr. Carney has an
undergraduate degree from Temple University and is a graduate of the Advanced
Management Program at the Harvard Business School.

     BRUCE M. GILLIS is a founder of the Company and served as Chief Executive
Officer and Chairman of the Board of Directors from its inception in November
1996 until his resignation as Chief Executive Officer and Chairman in September
1998. Mr. Gillis remained a member of the Board of Directors until his
resignation therefrom in April, 1999.

     STEVEN N. KAPLAN became a director of the Company in December 1997. Mr.
Kaplan is the Leon Carroll Marshall Professor of Finance at the University of
Chicago Graduate School of Business. Dr. Kaplan joined the faculty of the
University of Chicago originally in 1988 as an Assistant Professor. Previously,
Dr. Kaplan was an associate at Booz Allen Hamilton, Inc. and an analyst with
Kidder Peabody and Company. Dr. Kaplan holds an A.B. degree in Applied
Mathematics, an A.M. and Ph.D. in Business Economics from Harvard University.

     REX LAMB has managed the Company's Lincoln, Nebraska business unit and has
served as a director of the Company since December 1997. Mr. Lamb founded
DocuTech, Inc., a document management services company, in 1991 and served as
its President from inception until its acquisition by the Company in December
1997. Mr. Lamb co-founded DocuTech Data Systems, Inc., a provider of
open-architecture document-scanning software products, in 1994 and served as its
President since inception until its acquisition by the Company in December 1997.
Mr. Lamb is the Group Leader for the Lincoln, NE, Syracuse, NY and Minnetonka,
MN business units. Mr. Lamb has an undergraduate degree in Education from the
University of Nebraska.

     JOHN E. SEMASKO has been a director of the Company since December 1997. Mr.
Semasko acquired Oregon Mico-Imaging, Inc., a document management services
company, in 1975 and served as its President from its inception until its
acquisition by the Company in December 1997. Mr. Semasko is the Group Leader for
the Eugene, OR, Hayward, CA and Tempe, AZ business units. Mr. Semasko has an
undergraduate degree in Forestry from Rutgers University.

     MITCHELL J. TAUBE has managed the Company's Millwood, New York business
unit since December 1997 and has served as a director of the Company since June
1998. Mr. Taube is a director of Briarcliff Manor Education Foundation and
currently serves on the Service Company Executive Committee of the Association
for Information and Image Management International. Mr. Taube is the Group
Leader for the Millwood, NY and Philadelphia, PA business units. Mr. Taube has
an undergraduate degree and an MBA from Hofstra University.

     During 1998, there was no incumbent who, during the last full fiscal year,
attended in person or by phone fewer than 75% of the meetings of the Board of
Directors.

Committees of the Board

     The Board of Directors established its Compensation Committee and Audit
Committee in 1998.

     The Compensation Committee of the Board of Directors, subject to the
approval of the Board of Directors, determines the compensation of the Company's
executive officers and oversees the administration of executive compensation
programs. The Compensation Committee is composed of two independent, nonemployee
directors.

     The Audit Committee recommends outside accountants, reviews the results and
scope of the annual audit, the services provided by the Company's independent
auditors and the recommendations of the auditors with respect to the Company's
accounting systems and controls. The Audit Committee is composed of one employee
director and two independent, nonemployee directors. Representatives of the
Company's independent auditing firm, Arthur Andersen LLP, met with the two
independent director members of the Audit Committee on March 16, 1999 and
reviewed their examination of the Company's financial statements for the year
ended December 31, 1998.


                                       2

<PAGE>


Compensation of Directors

     Directors are reimbursed for travel expenses incurred for each board and
committee meeting attended in person. Pursuant to the Company's 1997 Incentive
Stock Option Plan (the "1997 Incentive Plan"), nonqualified stock options
(options that are not incentive stock options) for 60,000 shares of Common Stock
were granted in 1998 to nonemployee directors (representing 20,000 to Mr. Hatch
and 10,000 each to Messrs. Black, Carney, Gillis and Kaplan) at an exercise
price of $2.375 per share. These options vest in equal annual installments over
three years, but become fully exercisable in the event of a change of control,
as defined in the 1997 Incentive Plan. In April 1999, 10,000 of these options
were cancelled as a result of Mr. Gillis' resignation from the Board of
Directors.

     In 1998, a total of 60,000 options granted to nonemployee directors
(representing 20,000 each to Messrs. Black, Carney and Kaplan) in 1997 (at an
exercise price of $12.00 per share) were cancelled.


                                        3

<PAGE>


Item 11. Executive Compensation

     The following Summary Compensation Table summarizes the compensation of the
Chief Executive Officer and the four other executive officers of the Company for
1998 (the "Named Executive Officers").

<TABLE>
<CAPTION>

                                                           Summary Compensation Table
----------------------------------------------------------------------------------------------------------------------------------
                                   Annual Compensation                                           Long Term Compensation
                            ----------------------------------------------      ---------------------------------------------------
                                                                                         Awards                      Payouts
                                                                   Other        --------------------------     --------------------
                                                                   Annual       Restricted      Securities       LTIP     All other
Name and Principal                                                 Compen-        Stock         Underlying     Payouts     Compen-
Position                     Year         Salary       Bonus       sation        Award(s)       Options(#)       ($)       sation
------------------           ----         ------       -----       ------        --------       ----------      -----      ------
<S>                        <C>           <C>          <C>        <C>            <C>             <C>            <C>        <C>
Bruce M. Gillis             1998(1)      $143,846       --       $  721(2)         --                --           --          --
Former Chairman             1997(3)        83,333                   --             --           100,000           --          --
and Chief Executive
Officer

S. David Model              1998(4)      $128,077       --        1,010(2)         --                --           --          --
Former President            1997(5)        56,250       --           --            --                --           --          --
and Chief Operating
Officer

Andrew R. Bacas(6)          1998         $119,077       --          788(2)         --            30,000           --          --
Acting Chief                1997(3)        54,167       --           --            --                --           --          --
Executive Officer

James D. Brown(7)           1998         $126,000       --           --            --                --           --          --
Former Senior Vice          1997(5)        48,750       --           --            --                --           --          --
President and
Chief Financial Officer

Richard D. Moseley          1998(8)       $58,917       --           --            --                --           --          --
Former Chief                1997               --       --           --            --                --           --          --
Information Officer
</TABLE>

----------
(1)  For the period January 1, 1998 to September 18, 1998. Mr. Gillis resigned
     from his employment with the Company as of September 18, 1998.

(2)  Represents contributions to the Company's 401(k) plan made by the Company
     on behalf of such person.

(3)  For the period August 18, 1997 to December 31, 1997.

(4)  For the period January 1, 1998 to November 9, 1998. Mr. Model resigned from
     his employment with the Company as of November 9, 1998.

(5)  For the period August 1, 1997 to December 31, 1997.

(6)  As of September 19, 1999, Mr. Bacas was appointed to the position of Acting
     Chief Executive Officer. Previous to that date, Mr. Bacas held the position
     of Senior Vice President-Corporate Development.

(7)  Mr. Brown entered into a separation agreement with the Company pursuant to
     which he resigned from his employment with the Company effective as of
     April 30, 1999. The Company has appointed Mark P. Glassman to the position
     of Chief Financial Officer of the Company, effective as of May 1, 1999.

(8)  For the period April 15, 1998 to September 28, 1998. Mr. Moseley resigned
     from his employment with the Company as of September 28, 1998.


                                        4

<PAGE>


Stock Option Grants

     Pursuant to the 1997 Incentive Plan, nonqualified stock options for 80,000
shares of Common Stock were granted in 1998 to the Named Executive Officers.
These grants vest in equal annual installments over three years, but become
fully exercisable in the event of a change in control, as defined in the 1997
Incentive Plan. The table below shows option grants in 1998 to the Named
Executive Officers.

<TABLE>
<CAPTION>

                                         Options Granted in the Last Fiscal Year

                                                                                           Potential Realizable Value at
                         Number of      % of Total                                            Assumed Annual Rates of
                        Securities       Options                                           Stock Price Appreciation for
Name                    Underlying      Granted to       Exercise                            Option Term (5 years)(1)
----                      Options      Employees in       Price          Expiration        -----------------------------
                          Granted       Fiscal Year     ($/share)           Date                5%                10%
                        ----------     ------------     ---------        ----------          --------           --------
<S>                     <C>            <C>              <C>              <C>                  <C>               <C>     
Bruce M. Gillis               --            0.00%        $    --             N/A             $     --          $     --

S. David Model                --            0.00%             --             N/A                   --                --

Andrew R. Bacas           30,000            9.12%          2.375         10/01/2003            19,685            43,499

James D. Brown                --            0.00%             --             N/A                   --                --

Richard D. Moseley        50,000           15.20%         12.00          12/08/2002           165,769           366,306
</TABLE>

----------
(1)  "Potential Realizable Value" of each grant is calculated assuming that the
     market price of the underlying security appreciates at annualized rates of
     5% and 10% over the five-year term of the option. The result of these
     calculations are based on rates set forth by the Securities and Exchange
     Commission and are not necessarily intended to forecast possible future
     appreciation of the price of the Company's Common Stock.

     In 1998, a total of 187,500 options granted to the Named Executive Officers
in 1997 (at an exercise price of $12.00) were cancelled.


                                        5

<PAGE>


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

     The table below shows option exercises by the Named Executive Officers in
1998 and year-end amounts of shares of Common Stock underlying outstanding
options.

<TABLE>
<CAPTION>

                                                                     Number of Securities       Value of Unexercised 
                                                                    Underlying Unexercised      In-the-Money Options 
                                                                    Options at FY-End (#)         at FY-End ($)(1)   
                            Shares Acquired          Value               Exercisable/               Exercisable/     
Name                        on Exercise (#)      Realized ($)           Unexercisable              Unexercisable     
----                        ---------------      ------------       ----------------------      --------------------
<S>                               <C>                <C>                 <C>                            <C>
Bruce M. Gillis                    --                 --                 100,000/-0-                    $ --

S. David Model                     --                 --                     --                           --

Andrew R. Bacas                    --                 --                  -0-/30,000                      --

James D. Brown                     --                 --                     --                           --

Richard D. Moseley                 --                 --                16,667/33,333                     --
</TABLE>

----------
(1)  Based on the closing price of $2.00 on the Nasdaq National Market on
     December 31, 1998.

     Options granted to Mr. Gillis in 1997 and to Mr. Moseley in April 1998 were
at an exercise price equal to the Company's initial public offering price of
$12.00. Options granted to Mr. Gillis became fully exercisable in September 1998
under the terms of his separation agreement. One-third of the options granted to
Mr. Moseley became exercisable in December 1998. Options granted to Mr. Bacas
first become exercisable on October 1, 1999. Based on a closing price of $2.00
on the Nasdaq National Market on December 31, 1998, there is no value ascribed
to the exercisable or unexercisable options at that date.

Employment Agreements

     The Company entered into employment agreements with Messrs. Gillis, Model,
Bacas and Brown in August 1997 and with Mr. Moseley in April 1998. The
employment agreement for Mr. Bacas expires on December 31, 2000. The employment
agreements for Messrs. Gillis, Model and Moseley terminated pursuant to their
separation agreements as described below. In addition, Mr. Brown's employment
agreement terminated effective as of April 30, 1999 pursuant to the terms of
his separation agreement also described below.

     The Company entered into separation agreements with Messrs. Gillis and
Moseley, separately, in September 1998 and with Mr. Model in November 1998.
Under these agreements, Mr. Gillis resigned as Chairman and Chief Executive
Officer, Mr. Moseley resigned as Chief Information Officer and Mr. Model
resigned as President and Chief Operating Officer. Mr. Gillis remained a member
of the Board of Directors until his resignation therefrom on April 12, 1999. In
connection with Mr. Gillis' resignation as the Company's Chief Executive
Officer, the Company's Board of Directors appointed Andrew R. Bacas as its Vice
Chairman and Acting Chief Executive Officer and elected Lewis E. Hatch, Jr. as
its Chairman. In addition, in April 1999, the Company entered into a separation
agreement with Mr. Brown, whereby Mr. Brown resigned from his position as Senior
Vice President - Finance and Chief Financial Officer, effective as of April 30,
1999.

     Under the terms of the separation agreements, the Company is obligated to
make severance payments to each party as follows: Mr. Brown, $130,000 over 12
months in equal bi-weekly installments from May 1999 to


                                        6

<PAGE>


April 2000; Mr. Gillis, $300,000 over 12 months in three equal installments in
September 1998, March 1999 and September 1999; Mr. Model, $225,000 over 18
months in equal bi-weekly installments from November 1998 to May 2000; and Mr.
Moseley, $130,000 over 12 months, of which $65,000 was paid in 1998, with the
remaining $65,000 to be paid over six months in equal monthly installments from
March 1999 to September 1999. The separation agreements also provide, among
other things, that certain expenses be paid by the Company, including relocation
expenses of up to $35,000 and outplacement services of up to $15,000 for
Mr. Moseley.

     Mr. Bacas serves as the Company's Acting Chief Executive Officer and
previously served as its Senior Vice President Corporate Development, each
position at a base annual salary of $130,000. Until April 30, 1999, Mr. Brown
served as Senior Vice President - Chief Financial Officer at a base annual
salary of $130,000. At the discretion of the Board of Directors, the base annual
salary of Mr. Bacas is subject to increases periodically, and Mr. Bacas may
receive an annual bonus. Each of the employment agreements provides for
customary benefits including life, health and disability insurance, 401(k) plan
participation and a car allowance. Each of the employment agreements further
provides that if the employee is terminated without cause, he is entitled to
severance pay of between six months' and one year's base salary and benefits. In
the event the employee is terminated in connection with a change of control (as
defined therein), he is entitled to receive 18 months' base salary and benefits.

     In connection with the separation agreements and employment agreements,
should a change in control, as defined, occur within certain specified periods,
these agreements provide, among other things, that the Company make aggregate
payments to the executive officers of up to $1,110,000. The periods specified
expire at various dates through December 31, 2000. Should a change of control
occur beyond this date, the Company is not obligated to make any payments under
these agreements.

                          COMPENSATION COMMITTEE REPORT

     The Compensation Committee of the Board of Directors (the "Compensation
Committee"), subject to the approval of the Board of Directors, determines the
compensation of the Company's executive officers and oversees the administration
of executive compensation programs. The Compensation Committee is composed of
two independent, nonemployee directors.

Executive Compensation Policies and Programs

     The Company's executive compensation programs are designed to attract and
retain highly qualified executives and to motivate them to maximize shareholder
returns by achieving aggressive goals. The programs link each executive's
compensation directly to performance. A significant portion of each executive's
compensation is dependent upon the appreciation of the Common Stock and meeting
financial goals and other individual performance objectives.

     There are three basic components to this "pay for performance" system: base
pay; annual incentive bonus; and long-term, equity-based incentive compensation
(primarily stock and/or stock options). Each component is evaluated in the
context of competitive conditions. In determining competitive compensation
levels, the Company considers information from several sources, including
compensation for comparably sized companies and companies in a similar stage of
development. Since the Company's market for executive talent extends beyond the
document management industry, the Compensation Committee considers data for
companies in other industries.

     Base pay. Base pay is designed to be competitive within 20% above or below
median salary levels at other similarly situated companies for equivalent
positions. The executive's actual salary, relative to this competitive
framework, varies based on individual performance and the executive's skills,
experience and background.

     Annual incentive bonus. Given the operating performance of the Company, no
incentive bonuses were paid in 1998. For 1999, award levels, like the base
salary levels, will be set with reference to competitive conditions and are
intended to motivate the Company's executives by providing substantial bonus
payments for the achievement of aggressive goals. The actual amounts paid will
be determined by performance based on two factors:


                                       7

<PAGE>


the Company's financial performance, measured against objectives established for
net income, cash flow, productivity increases, revenue growth and shareholder
returns; and the individual executive's performance against other specific
management objectives, such as building operational systems and developing
organizational capability. Financial and management objectives are given equal
weight in determining bonus payments. The types and relative importance of
specific financial and other business objectives varied among the Company's
executives depending on their positions and the particular operations or
functions for which they were responsible.

     Long-term equity-based incentive compensation. The long-term equity-based
compensation program is tied directly to shareholder return. The executive is
rewarded if the shareholders receive the benefit of appreciation in the price of
the Common Stock. To date under the program, long-term incentive compensation
consists of stock option grants, which vest over a three-year period. It is
anticipated the Company will periodically grant new awards to provide continuing
incentives for future performance, without regard to the number of outstanding
awards.

     The principal purpose of the long-term incentive compensation program is to
encourage the Company's executives to enhance the value of the Company, and
hence, the price of the Common Stock and the shareholders' return. This
component of the compensation system (through extended vesting) also is designed
to create an incentive for the individual to remain with the Company.

     Policy with respect to Internal Revenue Code Section 162(m). In 1993, the
Internal Revenue Code of 1986 (the "Code") was amended to add Section 162(m).
Section 162(m) and the regulations thereunder place a limit of $1,000,000 on the
amount of compensation that may be deducted by the Company in any year with
respect to certain of the Company's most highly compensated officers. Section
162(m) does not, however, disallow a deduction for qualified "performance-based
compensation," the material terms of which are disclosed to and approved by
shareholders. The Company intends, to the extent practicable, to preserve the
deductibility under the Code of compensation paid to its executive officers
while maintaining compensation programs to attract and retain highly qualified
executives in a competitive environment. Accordingly, compensation paid under
the Company's 1997 Incentive Plan is generally deductible, although certain
compensation paid to some executives may not be deductible.

Compensation in 1998

     In September 1998, in connection with an evaluation of the Company's
operating performance and impending restructuring program, the Compensation
Committee reviewed each component of executive compensation and how such
compensation would provide incentives to the executive officers of the Company.
This review was performed in light of, among other things, Mr. Gillis'
resignation as Chief Executive Officer and Mr. Moseley's resignation as Chief
Information Officer. The Compensation Committee determined that no base salary
changes or bonus awards to executive officers were warranted, but that an
equity-based incentive for Mr. Bacas was appropriate in connection with his
appointment as Acting Chief Executive Officer. The equity-based incentive was a
grant of stock options for 30,000 shares of Common Stock under the 1997
Incentive Plan at an exercise price of $2.375. In connection with this grant,
Mr. Bacas voluntarily incurred, with the consent of the Compensation Committee,
a base annual salary reduction from $130,000 to $100,000, which remained in
effect through December 31, 1998.


                                       8

<PAGE>


Chief Executive Officer

     Prior to his resignation in September 1998, Mr. Gillis served as the
Company's Chief Executive Officer since the Company's inception in November
1996. The Company and Mr. Gillis initially entered into an employment agreement
in August, 1997, expiring on December 31, 2002, pursuant to which Mr. Gillis
received a minimum annual base salary of $200,000 (subject to increases
periodically at the discretion of the Board of Directors) and the grant of
options, among other things. Prior to the Company's initial public offering and
prior to the creation of the Compensation Committee, the Board of Directors
granted Mr. Gillis 100,000 stock options that, under the terms of the separation
agreement between the Company and Mr. Gillis, fully vested as of the date of the
separation agreement. The original grant was made to provide a stock-based
incentive to Mr. Gillis for future performance. No other incentive compensation
was awarded to Mr. Gillis.

     Mr. Bacas serves as Acting Chief Executive Officer and has served in such
capacity since September 1998. The Company and Mr. Bacas entered into an
employment agreement in August 1997, expiring on December 31, 2000, pursuant to
which Mr. Bacas receives a base salary of $130,000 (subject to increases
periodically at the discretion of the Board of Directors) and the grant of
options, among other things, originally in his capacity as Senior Vice President
- Corporate Development and presently as Acting Chief Executive Officer. Upon
assuming the Acting Chief Executive Officer position, the terms of the
employment agreement were not modified. In October 1998, the Board of Directors
granted Mr. Bacas 30,000 stock options. The grant was made to provide a
stock-based incentive to Mr. Bacas for future performance. No other incentive
compensation was awarded to Mr. Bacas.

Members of the Compensation Committee:

Lennox K. Black, Chairman
Steven N. Kaplan


     Set forth below is a line graph comparing the cumulative total shareholder
return on the Company's Common Stock, based on the market price of the Common
Stock, with cumulative total return (assuming dividend reinvestment) of common
stock listed on the NASDAQ Stock Market and common stock issued by companies in
a peer group selected by the Company for the period from December 4, 1997 to
December 31, 1998. The peer group consists of the following companies: FYI,
Inc., IKON Office Solutions, Inc., Lason, Inc., and Vestcom International, Inc.
The companies included in the peer group were selected primarily because they
were publicly-held companies with a substantial operations in the document
management services industry.


[GRAPHIC]

     In the printed version of the document, a line graph appears which depicts
the following plot points:

Research Data Group                            Peer Group Total Return Worksheet

Imagemax Inc (IMAG)

<TABLE>
<CAPTION>

                                                                                              12/4/97
                                                                                            % Peer Group
                                                 Weighted Cumulative Total Return            Market Cap
Peer Group Cumulative Total Return     -------------------------------------------------    ------------
(Weighted Average by Market Value)     12/4/97    12/97    3/98    6/98    9/98    12/98      12/31/98
----------------------------------     -------    -----    ----    ----    ----    -----    ------------
<S>                                      <C>        <C>     <C>      <C>     <C>      <C>        <C> 
Peer Group Weighted Average:             100        91      110      60      39       46         100%
                                                                                                2,147
F Y I Inc                      FYII      100       102      121     126     108      141       14.46%
Ikon Office Solutions Inc      IKN       100        89      110      46      23       27       45.37%
Lason Inc                      LSON      100        92      131     189     177      202       36.38%
Vestcom Intl Inc               VESC      100       110       51      45      45       44        3.79%
</TABLE>


                                        9

<PAGE>


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of April 13, 1999 certain information
with regard to beneficial ownership (as determined in accordance with Rule 13d-3
promulgated under the Securities Exchange Act of 1934, as amended) of
outstanding shares of the Company's Common Stock by (i) each person known by the
Company to beneficially own five percent (5%) or more of the outstanding shares
of the Company's Common Stock, (ii) each director and Named Executive Officer
individually, and (iii) all executive officers and directors of the Company as a
group:

<TABLE>
<CAPTION>

                                        Total Number of Shares       Percentage of Class of
Name and Address of                        of Common Stock                Common Stock
Beneficial Owner                        Beneficially Owned(1)        Beneficially Owned(1)
-------------------                     ----------------------       ----------------------
<S>                                          <C>                             <C> 
William Blair and Company LLC                731,096(2)                     10.9%
222 West Adams Street
Chicago, IL 60606

Bruce M. Gillis                              395,448(3)                      5.9%
331 Aubrey Road
Wynnewood, PA 19096

Andrew R. Bacas                              227,526(4)                      3.4%
c/o ImageMax, Inc.
1100 E. Hector Street
Conshohocken, PA 19428

Rex Lamb                                     224,188(5)                      3.3%
c/o ImageMax, Inc.
5001 Rentworth Court
Lincoln, NE 68516

Mitchell J. Taube                            199,904(6)                      3.0%
c/o ImageMax, Inc.
5 Schuman Road
Millwood, NY 10546

John E. Semasko                              157,054(6)                      2.3%
c/o ImageMax, Inc.
1790 West 11th Avenue
Eugene, OR 97402

S. David Model                                60,288                           *
21 Roundhill Road
Granby, CT 06035
</TABLE>


                                       10

<PAGE>


<TABLE>
<CAPTION>

                                        Total Number of Shares       Percentage of Class of
Name and Address of                        of Common Stock                Common Stock
Beneficial Owner                        Beneficially Owned(1)        Beneficially Owned(1)
-------------------                     ----------------------       ----------------------
<S>                                          <C>                             <C> 
James D. Brown                                49,145                           *
c/o ImageMax, Inc.
1100 E. Hector Street
Conshohocken, PA 19428

Richard D. Moseley                            43,109(7)                        *
7103 Sherman Street
Philadelphia, PA 19119

Dr. Steven N. Kaplan                          26,859(8)                        *
c/o The University of Chicago
Graduate School of Business
1101 East 58th Street
Chicago, IL 60637

Lennox K. Black                               17,000(6)                        *
c/o Teleflex Incorporated
630 West Germantown Pike
Suite 461
Plymouth Meeting, PA 19462

Lewis E. Hatch, Jr.                            7,000(9)                        *
16 West Lakes Drive
St. Simon's Island, GA 31522

David C. Carney                                7,000(6)                        *
c/o Jefferson Health System
259 Radnor-Chester Road
Suite 290
Radnor, PA 19087

All Executive Officers                       916,676(10)                      13.7%
and Directors as
a Group (9 persons)
</TABLE>

----------

*    Less than 1% of the outstanding Common Stock.

 (1) As used in this table, "beneficial ownership" means the sole or shared
     power to vote or direct the voting of a security, or the sole or shared
     investment power with respect to a security (i.e., the power to dispose, or
     direct the disposition, of a security). A person is deemed as of any date
     to have beneficial ownership of any security that such person has the right
     to acquire within 60 days after such date. Percentage ownership is based
     upon 6,714,399 shares of Common Stock as of April 13, 1999.

 (2) Includes 450,904 shares over which William Blair and Company LLC has
     dispositive power only.

 (3) Includes 100,000 shares issuable upon the exercise of stock options granted
     which are exercisable at $12.00 per share as of April 13, 1999.


                                       11

<PAGE>


 (4) Excludes 30,000 shares issuable upon the exercise of stock options granted
     on October 1, 1998 which are not exercisable within 60 days of April 30,
     1998.

 (5) Excludes 15,000 shares issuable upon exercise of stock options granted on
     October 1, 1998 which are not exercisable within 60 days of April 30, 1998.

 (6) Excludes 10,000 shares issuable upon exercise of stock options granted on
     October 1, 1998 which are not exercisable within 60 days of April 30, 1998.

 (7) Includes 16,667 shares issuable upon the exercise of stock options which
     are exercisable at $12.00 per share within 60 days of April 30, 1999.
     Excludes 33,333 shares issuable upon the exercise of stock options granted
     April 15, 1998 which are not exercisable within 60 dates of April 30, 1999.

 (8) Includes 6,667 shares issuable upon the exercise of stock options which are
     exercisable at $12.00 per share as of April 30, 1999. Excludes 13,333 and
     10,000 shares, respectively, issuable upon the exercise of stock options
     granted December 9, 1997 and October 1, 1998 which are not exercisable
     within 60 days of April 30, 1999.

 (9) Excludes 20,000 shares issuable upon the exercise of stock options granted
     October 1, 1998 which are not exercisable within 60 days of April 30, 1999

(10) Excludes 108,333 shares issuable upon the exercise of stock options granted
     which are not exercisable within 60 days of April 30, 1999.

Item 13. Certain Relationships and Related Transactions

Consulting Arrangement

     In September 1998, the Company entered into a consulting arrangement with
Mr. Hatch, whereby Mr. Hatch provides consulting services to the Company for a
fee of $6,000 per month. This arrangement provides that Mr. Hatch assist the
Company in a variety of financial and operating matters, including the Company's
negotiations with its banks and various operating procedures. In 1998, the
Company paid $18,000 to Mr. Hatch under this arrangement.

Future Transactions

     The Company has adopted a policy that it will not enter into any material
transaction in which a Company director or officer has a direct or indirect
financial interest, unless the transaction is determined by the Company's Board
of Directors to be fair as to the Company or is approved by a majority of the
Company's disinterested directors or by the Company's shareholders, as provided
for under Pennsylvania law.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who own more than ten percent (10%)
of the Company's Common Stock to file initial reports of ownership and reports
of change of ownership with the Securities and Exchange Commission. Executive
officers and directors are required by Securities and Exchange Commission
regulations to furnish the Company with copies of all Section 16(a) forms they
file. Based solely on a review of the copies of such forms furnished to it, the
Company believes that, during the preceding year, Mr. Semasko was late in filing
one section 16 report (Form 4) for four transactions completed in August 1998
and that Messrs. Bacas and Lamb, separately, were late in filing one section 16
report (Form 4) relating to one transaction completed in November 1998. In
addition, Mr. Taube did not file a Form 3 upon becoming a director of the
Company in June 1998.

                                       12

<PAGE>


                                    PART IV.


Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K


(a)1.  Financial Statements

       See Index to the Consolidated Financial Statements which begin on page
       F-1 of the Company's Annual Report on Form 10-K filed on March 31, 1999.

   2.  Financial Statement Schedules

       See Schedule II - Valuation and Qualifying Accounts on page F-23 of the
       Company's Annual Report on Form 10-K filed on March 31, 1999.

   3.  Exhibits

                                   DESCRIPTION

        2.1*    Agreement and Plan of Reorganization dated September 9, 1997, by
                and among the Company, DocuTech Data Systems, Inc., and Rex Lamb
                and Mark Creglow (including escrow agreement).

        2.2*    Asset Purchase Agreement dated September 9, 1997 by and among
                the Company Rex Lamb and Vicki Lamb (including escrow
                agreement).

        2.3*    Agreement and Plan of Reorganization dated September 9, 1997, by
                and among the Company, Utz Medical Enterprises, Inc., and David
                C. Utz, Jr. (including escrow agreement).

        2.4*    Agreement and Plan of Reorganization dated September 9, 1997 by
                and among Jane Semasko and John Semasko, Oregon Micro-Imaging,
                Inc. and the Company (including escrow agreement).

        2.5*    Asset Purchase Agreement dated September 9, 1997 by and among
                Spaulding Company, Inc., Semco Industries, Inc., and the Company
                (including escrow agreement).

        2.6*    Asset Purchase Agreement dated September 9, 1997 by and among
                Total Information Management Corporation and the Company
                (including escrow agreement).

        2.7*    Stock Purchase Agreement dated September 9, 1997 by and among
                Ovidio Pugnale, Image Memory Systems, Inc. and the Company
                (including escrow agreement).

        2.8*    Agreement and Plan of Reorganization dated September 9, 1997, by
                and among the Company, International Data Services of New York,
                Inc., and Mitchell J. Taube and Ellen F. Rothschild-Taube
                (including escrow agreement).

        2.9*    Stock Purchase Agreement dated September 9, 1997 by and among
                David Crowder, TPS Micrographics, Inc. and the Company
                (including escrow agreement).


                                       13

<PAGE>


        2.10*   Agreement and Plan of Reorganization dated September 11, 1997 by
                and among the Company, Image and Information Solutions, Inc. and
                Gary Blackwelder (including escrow agreement).

        2.11*   Agreement and Plan of Reorganization dated September 9, 1997 by
                and among Madeline Solomon, David C. Yezbak, CodaLex
                Microfilming Corporation and the Company (including escrow
                agreement).

        2.12*   Asset Purchase Agreement dated September 9, 1997 by and among
                Imaging Information Industries, Inc., Gerald P. Gorman, Theodore
                J. Solomon, Jr., Charles P. Yezbak, III, David C. Yezbak and the
                Company (including escrow agreement).

        2.13*   Agreement and Plan of Reorganization dated September 9, 1997 by
                and among Gerald P. Gorman, Theodore J. Solomon, Theodore J.
                Solomon, Jr., Charles P. Yezbak, III, David C. Yezbak, Laser
                Graphics Systems & Services, Inc. and the Company (including
                escrow agreement).

        2.14*   Asset Purchase Agreement dated September 9, 1997 by and among
                DataLink Corporation, Judith E. DeMott, Geri E. Davidson and the
                Company (including escrow agreement).

        2.15    Asset Purchase Agreement, dated January 23, 1998, by and among
                Integrated Information Services, L.L.C., Pettibone, L.L.C and
                Heisley Holding, L.L.C. and ImageMax, Inc. (incorporated by
                reference to Exhibit 2.1 of the Company's 8-K filed February 3,
                1998).

        2.16    Asset Purchase Agreement, dated February 9, 1998, by and among
                Document Management Group Inc., Theron Robinson and ImageMax,
                Inc. (incorporated by reference to Exhibit 2.1 of the Company's
                8-K filed on February 24, 1998).

        2.17    Asset Purchase Agreement, dated February 9, 1998, by and among
                Image-Tec, Inc., Theron Robinson and Robert Robinson and
                ImageMax, Inc. (incorporated by reference to Exhibit 2.2 of the
                Company's 8-K filed on February 24, 1998).

        3.1*    Amended and Restated Articles of Incorporation of the Company.

        3.2*    Amended and Restated Bylaws of the Company.

        4.1*    Specimen Stock Certificate.

        4.2*    Shareholders Agreement between the Company and certain of its
                shareholders dated November 19, 1996.

        4.3*    Amendment No. 1 to Shareholders Agreement dated November 19,
                1996.

        4.4*    Form of Joinder to Shareholders Agreement executed by Bruce M.
                Gillis, Sands Point Partners I, Wilblairco Associates, Osage
                Venture Partners, Steven N. Kaplan, Brian K. Bergeron, James M.
                Liebhardt, G. Stuart Livingston, III, Richard D. Moseley, David
                C. Utz, Jr., Bruce M. Gillis, Custodian for Claire Solomon
                Gillis, Bruce M. Gillis, Custodian for Katherine Tessa Solomon
                Gillis, S. David Model, Andrew R. Bacas, David C. Yezbak,
                Theodore J. Solomon, Walter F. Gilbert, Carmen DiMatteo, Patrick
                M. D'Agostino, David L. Crowder, James D. Brown and Mary M.
                Brown, JTWROS, Mitchell S. Taube and Ellen F. Rothschild-Taube,
                JTWROS, John Semasko and Jane Semasko, JTWROS, Wolfe F. Model
                and Renate H. Model.


                                       14

<PAGE>


       10.1*+   1997 Incentive Plan.

       10.2*+   1997 Employee Stock Purchase Plan.

       10.3*+   Management Agreement between GBL Capital Corporation and the
                Company dated November 27, 1996.

       10.4*+   Employment Agreement between the Company and Bruce M. Gillis
                dated as of August 1, 1997.

       10.5*+   Employment Agreement between the Company and James D. Brown
                dated as of August 18, 1997.

       10.6*+   Employment Agreement between the Company and S. David Model
                dated as of August 18, 1997.

       10.7*+   Employment Agreement between the Company and Andrew R. Bacas
                dated as of August 1, 1997.

       10.8+    Employment Agreement between the Company and John E. Semasko
                dated as of September 9, 1997 (incorporated by reference to 
                Exhibit No. 10.8 of the Company's Form 10-K filed March 31, 
                1998, File No. 0-23077)

       10.9+    Employment Agreement between the Company and Rex Lamb dated as
                of September 9, 1997 (incorporated by reference to Exhibit No.
                10.9 of the Company's Form 10-K filed March 31, 1998, File No. 
                0-23077).

       10.10*   Lease Agreement dated March 26, 1996 by and between Marlyn D.
                Schwarz and Rex Lamb d/b/a DocuTech.

       10.11*   Lease Agreement dated February 24, 1992 by and between Marlyn
                Schwarz d/b/a Old Cheney Plaza and Rex Lamb d/b/a DocuTech.

       10.12*   Lease Agreement dated September 1, 1994 by and between Jonstar
                Realty Corporation and Spaulding Company, Inc. (renewed May 27,
                1997).

       10.13    [Intentionally left blank]

       10.14*   Lease dated September 1, 1995 by and between Robert S. Greer and
                Elvera A. Greer and American Micro-Med Corporation.

       10.15*   Lease dated February 8, 1994 and Lease Rider dated as of
                February 1, 1994 by and between Oporto Development Corp. and
                International Data Services of New York, Inc.

       10.16*   Amendment of Lease dated June 6, 1996 between East Cobb Land
                Development and Investment Co., L.P. and Imaging Information
                Industries/David Yezbak, extended by letter dated July 16, 1997.

       10.17    [Intentionally left blank]

       10.18*   Lease dated January 10, 1996 by and between FinancialEnterprises
                III and TPS Imaging Solutions, Inc.

       10.19*   Lease Agreement dated March 31, 1995 by and between Technical
                Publications Service, Inc. and TPS Micrographics, Inc.


                                       15

<PAGE>


       10.20*   Standard Industrial Commercial MultiTenant Lease-Gross dated
                June 20, 1994 by and between Northgate Assembly of God, North
                Sacramento, d/b/a Arena Christian Center and Total Information
                Management Corporation.

       10.21*   Lease dated January 26, 1981 and Extension of Lease dated
                October, 1992 by and between Trader Vic's Food Products and
                Total Information Management Corporation.

       10.22*   Standard Industrial Lease dated September 24, 1991 by and
                between Charles F. Coss, Viola B. Coss, Tracey C. Quinn, John
                Coss, Peter B. Coss, Elizabeth Coss, Tracey C. Quinn as Trustee
                for Geoffrey C. Quinn and Elizabeth Coss, as Trustee for Caitlin
                N. Shay and Total Information Management Corporation extended by
                letter dated October 18, 1996 from James Bunker to Peter Coss.

       10.23*   Lease dated January 1, 1993 between CSX Transportation, Inc. and
                American Micro-Med Corporation.

       10.24*   Lease and Service Agreement dated September 4, 1997 and two
                Addendums dated October 15, 1997 between American Executive
                Centers, Inc. and the Company.

       10.25    Credit Agreement by and among the Company and Subsidiaries and
                CoreStates Bank, N.A., for itself and as Agent, and any other
                Banks becoming Party, dated as of March 30, 1998.

       10.26    Amendment No. 1 to Credit Agreement by and among the Company and
                Subsidiaries and First Union National Bank (successor by merger
                to CoreStates Bank, N.A.), for itself and as Agent, and any
                other Banks becoming Party, dated as of March 30, 1998
                (incorporated by reference to Exhibit 10.25 of the Company's
                Form 10-K filed March 31, 1998, File no. 0-23077).

       10.27    Amendment No. 2 to Credit Agreement by and among the Company and
                Subsidiaries and First Union National Bank (successor by merger
                to CoreStates Bank, N.A.), for itself and as Agent, and any
                other Banks becoming Party, dated as of November 16, 1998.

       10.28    Master Demand Note, dated January 20, 1998, payable to First
                Union National Bank (successor by merger to CoreStates Bank,
                N.A.) (incorporated by reference to Exhibit No. 10.1 of the
                Company's Form 8-K filed February 4, 1998, File No. 0-23077)

       10.29    Security Agreement, dated January 20, 1998, between First Union
                National Bank (successor by merger to CoreStates Bank, N.A.) and
                the Company (incorporated by reference to Exhibit 10.2 of the
                Company's Form 8-K filed on February 3, 1998).

       10.30**  Forbearance Agreement dated March 29, 1999 by and among the
                Company, First Union National Bank (successor by merger to
                CoreStates Bank, N.A.) and Commerce Bank, N.A.

       10.31+** Amendment No. 1 dated as of October 1, 1998 to Employment
                Agreement between the Company and James D. Brown dated as of
                August 18, 1997.

       10.32+** Separation Agreement by and between Bruce M. Gillis and the
                Company dated September 18, 1998.

       10.33+** Separation Agreement by and between Richard D. Moseley and the
                Company dated September 30, 1998.


                                       16

<PAGE>


       10.34+** Separation Agreement by and between David Model and the Company
                dated November 9, 1998.

       10.35+   Separation Agreement by and between James D. Brown and the
                Company dated as of April 30, 1999.

       21**     Subsidiaries.

       23.1**   Consent of Independent Public Accountants.

       27**     Financial Data Schedule (in electronic format only).

----------

*    Incorporated by reference to the designated exhibit of the Company's
     Registration Statement on Form S-1 filed on September 12, 1997, as amended
     (file number 333-35567).

+    Management contract or compensatory plan or arrangement.

**   Incorporated by reference to the designated exhibit of the Company's Annual
     Report on Form 10-K filed March 31, 1999 (file number 0-23077).

(b)  Reports on Form 8-K.

         None.


                                       17

<PAGE>


                                   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.

                                            IMAGEMAX, INC.


Dated: April 30, 1999                       By: /s/ Andrew R. Bacas
                                                -----------------------
                                                Andrew R. Bacas
                                                Chief Executive Officer


                                       18