SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 02549

                                   FORM 1O-K
                                  AMENDMENT 1


_X_  Annual report pursuant to section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 3l, 1996 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 0-15864
                                                -------


                              SCAN-GRAPHICS, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Pennsylvania                                      95-4091769
  -------------------------------                        -------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)


       700 Abbott Drive, Broomall, PA                          19008
  ----------------------------------------                   ---------
  (Address of principal executive offices)                   (Zip Code)


        Registrant's telephone number, (including area code) 610-328-1040
                                                            ------------

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

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

                     Common Stock. par value $.001 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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K  X.
          ---
The aggregate market value of the Voting Stock held by non-affiliates of the
registrant computed by reference to the closing price as reported on the NASDAQ
system as of February 28, 1997 was $55,317,613.

The number of shares of the registrant's Common Stock issued and outstanding as
of February 28, 1997 was 15,665,165 shares.

                      DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant's definitive Proxy Statement for its 1996 Annual
Meeting of Shareholders are incorporated by reference into Part III.


This amendment to the 1996 Scangraphics, Inc. Form 10-K is filed to incorporate
the Financial Data Schedule and related exhibits which should have been
submitted with our original filing.


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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. AND REPORTS ON FORM  8-K

Item 14(a) 1 and 2 Financial Statements and Schedules. See "Index to Financial
Statements and Schedules" on F-1.

     (b) Reports on Form 8-K

         None filed in the last quarter of the period covered by this report.

     (c) Exhibits

The following is a list of exhibits filed as part of this annual report on Form
10-K. Where so indicated by footnote, exhibits which were previously filed are
incorporated by reference. For exhibits incorporated by reference, the location
of the exhibit in the previous filing is indicated in parenthesis.

          3.1       Articles of incorporation (2) (Exhibit 3.1).

          3.2       Bylaws (2) (Exhibit 3.2).

          3.3       Amendment to Articles of Incorporation. (7)

          4.1       Specimen copy of stock certificate for shares of Common
                    Stock of the Registrant. (5)


          4.2       Specimen copy of stock certificate for shares of Class A
                    Convertible Preferred Stock Series A (1) (Exhibit 4.2).


          4.3       Specimen copy of stock certificate for shares of Class B
                    Preferred Stock (1) (Exhibit 4.3).


          4.4       Restricted Common Stock Registration Rights (l)
                    (Exhibit 4.1).

          4.5       Form of Common Stock Warrant (l) (Exhibit 4.4).

          4.6       Form of Redeemable Common Stock Purchase Warrant and
                    Subscription Agreement (l) (Exhibit 4-5).

          4.8       Specimen copy of stock certificate for shares of Class A
                    Convertible Preferred Stock Series C. (7)

      **  lO.1      Employment Contract - Andrew E. Trolio (1) (Exhibit 10.l).

      **  10.2      Employment Contract - Anthony M. Trolio (1) (Exhibit 10.4).

      **  10.4      Form of Common Stock Option (1) (Exhibit 10.6).

      **  10.5      SCAN-GRAPHICS, Inc. 1992 Long Term Incentive Plan (3)
                    (Exhibit 2.1 - Annex E).

          10.6      Facility Lease, 700 Abbott Drive, Broomall, PA (6)
                    (Exhibit 10.6).

          10.7      Form of Selling Shareholder Agreement (4) (Exhibit 10.2).

          10.8      Agreement between SCAN-GRAPHICS, Inc. and Howard L. Morgan
                    and the ARCA Group, Inc. (5) (Exhibit 10.9).


                                       2

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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)

          10.9      Agreement between SCAN-GRAPHICS, Inc. and Michael A.
                    Mulshine and Osprey Partners. (Exhibit 10.9)(6)

      *   10.9.1    Agreement between SCAN-GRAPHICS, Inc. and Michael A.
                    Mulshine and Osprey Partners. (Exhibit 10.9.1)

      *   10.9.2    Agreement between SCAN-GRAPHICS, Inc. and Michael A.
                    Mulshine and Osprey Partners. (Exhibit 10.9.2)

      *   10.9.3    Finders Fee Agreement between SCAN-GRAPHICS, Inc. and Osprey
                    Partners and C&F Global Enterprises. (Exhibit 10.9.3)

      *   10.10     Facility Lease, 649 N. Lewis Road, Limerick, PA.
                    (Exhibit 10.10)

      *   10.10.1   Addendum to Facility Lease, 649 N. Lewis Road, Limerick, PA.
                    (Exhibit 10.10.1)

      *,**10.11     Employment Contract - Laurence L. Osterwise (Exhibit 10.11)

      *,**10.12     Employment Contract - Richard L. Rex (Exhibit 10.12)

      *,**10.13     Employment Contract - Bruce Downing (Exhibit 10.13)

      *,**10.14     Employment Contract - William Hubbard (Exhibit 10.14)

      *   10.15     License Agreement between The Ohio State University Research
                    Foundation and Sedon GeoServices, Inc. (Exhibit 10.15)

          23.1      Consent of BDO Seidman, LLP With respect to the registration
                    statement on Form S-3 (33-47127) (Exhibit 23.1)

      *   23.2      Consent of BDO Seidman, LLP with respect to the registration
                    statement on Form S-3 (333-3719). (Exhibit 23.2)

          25.1      Power of attorney (included on the signature page to this
                    Form 10-K).

      *   27        Financial Data Schedule.

      *             Filed herewith.

      **            Executive Compensation Plans and Arrangements.

(1)  Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year
     ended December 31, 1991, as amended by Amendment No. 1 on Form 8 dated
     June 12, 1992 and Amendment No 2 on Form 8 dated July 27, 1992.

(2)  Filed as an Exhibit to the Company's Current report on Form 8-K dated
     June 15,1992.

(3)  Filed as an Exhibit to the Registration Statement on Form 8-K, filed under
     the Securities Exchange Act of 1934, dated June 19, 1992.


                                       3

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ITEM 14, EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(continued)

(4)  Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registration
     Statement on Form S-3 (Registration No. 33-47127) filed on July 2, 1992.


(5)  Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year
     ended December 31, 1992, as amended by Amendment No. 1 on Form 8 dated
     April 21, 1993.

(6)  Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year
     ended December 31, 1994.

(7)  Filed as an Exhibit to the Annual Report on Form 10-K for the fiscal year
     ended December 31, 1995.


                                        4

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                                   SIGNATURES

Pursuant to the requirements of Sections 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.


                                            SCAN-GRAPHICS, INC.

May 5, 1997                                 /s/ Andrew E. Trolio
-----------                                 -----------------------------------
Date                                        Andrew E. Trolio
                                            Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant, in
the capacities and on the dates indicated.

Each person in so signing also makes, constitutes and appoints Andrew E. Trolio,
Chairman of the Board of Directors, President and Chief Executive officer, his
true and lawful attorney-in-fact, in his name, place and stead, to execute and
caused to be filed with the Securities and Exchange Commission, any or all
amendments to this report.

Signatures

By /s/ Andrew E. Trolio                                        Date May 5, 1997
--------------------------------------------                        -----------
Andrew E. Trolio
Chairman of the Board of Directors,
President and Chief Executive Officer


By /s/ Denis P. Kelly                                          Date May 5, 1997
--------------------------------------------                        -----------
Denis P. Kelly
Director, Corporate Finance
{Principal Financial and Accounting Officer)


By /s/ Michael A. Mulshine                                     Date May 5, 1997
--------------------------------------------                        -----------
Michael A. Mulshine
Director and Secretary


By /s/ R. Barry Borden                                         Date May 5, 1997
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R. Barry Borden
Director


By /s/ David S. Hirsch                                         Date May 5, 1997
--------------------------------------------                        -----------
David S. Hirsch
Director


By /s/ Jack Pellicci                                           Date May 5, 1997
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Jack Pellicci
Director


By /s/ James C. Sargent                                        Date May 5, 1997
--------------------------------------------                        -----------
James C. Sargent
Director


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