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, 1997

                                       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, 1998




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. [ X]

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


                     $14,376,801.55 in Voting Common Stock
                              as of March 24, 1998
                        (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 24,1998:

                       7,805,973 shares of Voting Common
                         0 shares of Non-Voting Common



                      DOCUMENTS INCORPORATED BY REFERENCE

  Portions of the definitive proxy statement for the 1998 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 include Exhibit 11.0,
`Computation of Per Share Earnings.''



                                   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.

                                     MOTO PHOTO, INC.



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









Date  April 2, 1998


                                 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              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)


  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              Loan and Security Agreement dated as of
                    February 19, 1997, between Moto Photo, Inc. and The
                    Provident Bank (Incorporated by Reference to Exhibit 10.2
                    to Form 10-Q dated May 9, 1997)

  10.5              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)

  10.6              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)

  10.7              Project Agreement dated as of February 6, 1998 between
                    Fuji Photo Film U.S.A., Inc., and Moto Photo, Inc.

  10.8              Master Lease Agreement dated as of February 6, 1998
                    between Fuji Photo Film U.S.A., Inc., Moto Photo, Inc.,
                    and The Provident Bank

  10.9              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)

*10.10              Employment Agreement effective April 1, 1997
                    with Michael F. Adler (Incorporated by Reference to
                    Exhibit 10.1 to Form 10-Q dated May 9, 1997)

*10.11              Amendment to Employment Agreement, dated as of
                    April 1, 1997, with Michael F. Adler (Incorporated by
                    Reference to Exhibit 10.1 to Form 10-Q dated August 7, 1997)

*10.12              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)

*10.13              Amendment to Employment Agreement, dated as of
                    December 23, 1997, with David A. Mason

*10.14              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)

*10.15              Amendment to Employment Agreement, dated as of
                    December 23, 1997, with Frank M. Montano

*10.16              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)

*10.17              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)

  23.0              Consents of Ernst & Young, LLP

  27.0              Financial Data Schedule