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

                                  FORM 10-K/A
                                  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 31, 1996


                                       OR

      [   ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR (15d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

               For the transition period from          to
                                               ------      ------


                        Commission File No. :    0-11927


                               MOTO PHOTO , INC.

             (Exact name of registrant as specified in its charter)


               Delaware                                31-1080650

      (State of Incorporation)                (Employer Identification No.)


                4444 Lake Center Dr. Dayton, OH            45426

            (Address of principal executive offices)     (Zip Code)


                                 (937) 854-6686

              (Registrant's telephone number, including area code)


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


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

                   Voting Common Stock, $.01 per share  value
                  Common Stock Purchase Warrants, exercisable
                         on or before December 31, 1997


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 (Section 229.405 of this chapter) 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 of this Form
                10-K or any amendment to this Form 10-K. [    ]


 State the aggregate market value of the voting stock held by non-affiliates of
                                the registrant:


                     $11,034,515.90 in Voting Common Stock
                              as of March 17, 1997
                        (last actual transaction price)



             APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


   Indicate by check mark whether the registrant has filed all documents and
   reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under an plan
                             confirmed by a court.

                              Yes         No
                                   -----     -----


Indicate the number of shares outstanding of each of the Registrant's classes of
                      Common Stock as of March 17, 1997:

                       7,789,973 shares of Voting Common
                         0 shares of Non-Voting Common



                      DOCUMENTS INCORPORATED BY REFERENCE
  Portions of the definitive proxy statement for the 1997 annual shareholders'
 meeting, to be filed pursuant to Regulation 14A, are incorporated by reference
                                 into Part III.





This Form 10-K/A, Amendment No. 1, is being filed to amend Exhibit 10.21,
`Bonus Arrangements for Certain Officers.''


SIGNATURES







                                MOTO PHOTO, INC.



                                By:   /s/ David A. Mason
                                     David A. Mason
                                     Executive Vice President


Date:  April 1, 1997




                                 EXHIBIT INDEX

Copies of the following documents are filed as exhibits to this report:



     NUMBER                   DESCRIPTION



      3.1                Certificate of Incorporation, as amended
                         (Incorporated by Reference to Exhibit 3.1
                         to Form 10-K dated March 29, 1995)

      3.2                Exhibit bylaws, as amended
                         (Incorporated by Reference to Exhibit 3.2
                         to Form 10-K dated May 5, 1989)

      4.1                Certificate of Designation of Series G
                         Preferred Stock (Incorporated by
                         Reference to Exhibit 4.2 to Form 10-K
                         dated March 29, 1995)

      4.2                Securities Purchase Agreement
                         dated September 9, 1992 between
                         Moto Photo, Inc. and Fuji Photo Film U.S.A., Inc.
                         and Exhibits C, E, F and G to such Agreement
                         (Incorporated by Reference to Exhibit 28.1
                         to Form 8-K dated September 9, 1992)

     10.1                Employee Incentive Stock Option Plan,
                         as amended  (Incorporated by Reference to Exhibit
                         4.1 to Form S-8 Registration Statement,
                         Registration No. 33-14356)

     10.2                1992 Moto Photo Performance and Equity
                         Incentive Plan (Incorporated by Reference to
                         Appendix A to the Definitive Proxy Statement for
                         the 1992 Moto Photo Annual Meeting of
                         Shareholders)



     NUMBER                   DESCRIPTION




     10.3                Management Agreement dated April 15, 1983,
                         between Foto Fair International, Inc. and
                         National Photo Labs II, Inc. (Incorporated by
                         Reference to Exhibit 10.20 to Form S-1
                         Registration Statement,
                         Registration No. 2-99676)

     10.4                Amended and Restated Secured Revolving
                         Credit Agreement dated as of March 28,
                         1994 between Moto Photo, Inc. and Bank
                         One, Dayton, National Association
                         (Incorporated by Reference to Exhibit 10.15
                         to Form 10-Q dated August 9, 1994)

     10.5                Second Amended and Restated Security
                         Agreement dated as of May 15, 1994
                         between Moto Photo, Inc. and Bank One,
                         Dayton, National Association
                         (Incorporated by Reference to Exhibit 10.16
                         to Form 10-Q dated August 9, 1994)

     10.6                Amendment to Amended and Restated Secured
                         Revolving Credit Agreement dated April 25, 1995,
                         by and between Moto Photo, Inc. and Bank One,
                         Dayton, N.A. (Incorporated by Reference to Exhibit
                         10.1 to Form 10-Q dated August 14, 1995)

     10.7                Term Loan Agreement dated as of May 15, 1994
                         between Moto Photo, Inc. and Bank One, Dayton,
                         National Association  (Incorporated by Reference
                         to Exhibit 10.17 to Form 10-Q dated August 9,
                         1994)

     10.8                First Amendment to Term Loan Agreement
                         dated as of January 27, 1995
                         (Incorporated by Reference to Exhibit 10.9 to
                         Form 10-K dated March 29, 1995)



     NUMBER                   DESCRIPTION




     10.9                Promissory Note Modification Agreement
                         dated March 22, 1996 between Moto Photo, Inc.
                         and Bank One, Dayton, N.A.
                         (Incorporated by Reference to Exhibit 10.1 to
                         Form 10-Q dated May 8, 1996)

     10.10               Intercreditor and Subordination Agreement
                         dated September 9, 1992 between Bank One,
                         Dayton, National Association, Fuji Photo
                         Film U.S.A., Inc., and Moto Photo, Inc.
                         (Incorporated by Reference to Exhibit 28.3
                         to Form 8-K dated September 9, 1992)

     10.11               Amendment dated March 10, 1993 to
                         Intercreditor Agreement between Bank One,
                         Dayton, National Association, Fuji Photo
                         Film U.S.A., Inc. and Moto Photo, Inc.
                         (Incorporated by Reference to Exhibit 10.25
                         to form 10-K dated March 23, 1993)

     10.12               Term Promissory Note and Security Agreement
                         dated as of June 7, 1995, by and between Moto
                         Photo, Inc. and The Provident Bank
                         (Incorporated by Reference to Exhibit 10.2
                         to Form 10-Q dated August 14, 1995)

     10.13               Amended Supply Agreement dated as of
                         January 11, 1995 between Moto Photo, Inc.
                         and Fuji Photo Film U.S.A., Inc. (Incorporated by
                         Reference to Exhibit 10.12 to Form 10-K dated
                         March 27, 1996)

     10.14               Amendment No. 1 to Warrant Certificate
                         held by Fuji Photo Film U.S.A., Inc.
                         (Incorporated by Reference to Exhibit 10.13
                         to Form 10-K dated March 29, 1995)

     10.15               Lease dated as of August 27, 1990
                         between Moto Photo, Inc. and Sycamore
                         Partnership (Incorporated by Reference to
                         Exhibit 10.18 to Form 10-K dated March 29, 1991)




     NUMBER                   DESCRIPTION




     10.16               Employment Agreement effective January 1, 1994
                         with Michael F. Adler (Incorporated by Reference
                         to Exhibit 10.18 to Form 10-Q dated May 13, 1994)

     10.17               Employment Agreement dated June 1,
                         1996 with David A. Mason (Incorporated by
                         Reference to Exhibit 10.2 to Form 10-Q dated
                         August 6, 1996)

     10.18               Employment Agreement dated June 1, 1996
                         with Frank M. Montano
                         (Incorporated by Reference to Exhibit 10.1
                         to Form 10-Q dated August 6, 1996)

     10.19               Employment Agreement effective September 18,
                         1994 with Robert Galastro
                         (Incorporated by Reference to Exhibit 10.27
                         to Form 10-Q dated November 10, 1994)

     10.20               Employment Agreement effective as of
                         September 1, 1992 with Paul Pieschel
                         (Incorporated by Reference to Exhibit 10.31
                         to Form 10-K dated March 25, 1993)

     10.21               Bonus Arrangements for Certain Officers

     11.0                Statement Re: Computation of Per Share
                         Amounts (Included with the financial
                         statements and supplementary data filed
                         after the signature page of this report)

     22.0                List of subsidiaries of the Company
                         (Incorporated by Reference to Exhibit 22
                         to Form 10-K dated March 27, 1996)

     24.0                Consents of Ernst & Young, LLP

     27.0                Financial Data Schedule