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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

                               Amendment No. 1 to:

                [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JUNE 30, 2000

                                       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 0-18708

                                MICROGRAFX, INC.

             (Exact name of registrant as specified in its charter)

              TEXAS                                              75-1952080
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

               8144 WALNUT HILL LANE, SUITE 1050, DALLAS, TX 75231

               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (469) 232-1000


        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 $0.01 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  voting  stock  held by  nonaffiliates  of the
registrant at September 30, 2000, was approximately $19,856,823.

On  October  27,  2000,  there  were  11,497,981   shares   outstanding  of  the
registrant's Common Stock.

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<PAGE>


The item numbers and responses  thereto are in accordance with the  requirements
of Form 10-K. All capitalized  terms used and not otherwise defined herein shall
have the meaning specified in the Company's Annual Report on Form 10-K.

The Company  hereby  amends and restates in its entirety  each of the  following
items of the Company's Annual Report on Form 10-K.

PART III

ITEM 10.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors of the Company as of June 30, 2000 were as follows:
<TABLE>
<CAPTION>

                                                SERVED AS
NOMINEE                                AGE    DIRECTOR SINCE  PRESENT OFFICE(S) HELD IN MICROGRAFX
<S>                                    <C>         <C>                    <C>
Russell E. Hogg                        71          1997       Chairman of the Board of Directors
Sunnygables, 2 Salsbury Place
South Nyack, NY  10960

Douglas M. Richard                     41          1998       Chief Executive Officer,
505 Millennium Drive                                          President and Director
Richardson, TX 75081

Seymour Merrin                         65          1990       Director
560 Los Nidos Drive
Santa Fe, NM  87501

Robert Kamerschen                      61          1993       Director
204 Parade Hill Road
New Canaan, CT  06840

Avery More                             46          1999       Director
6523 Waggoner Drive
Dallas, TX  75230
</TABLE>

See Item 1 of the Company's Form 10-K filed on October 13, 2000 for  information
concerning executive officers.

Russell  E.  Hogg  is  the  Chairman  and  Chief   Executive   Officer  of  Hogg
International  Associates, a global financial service company whose clients draw
upon global  expertise in the areas of finance,  strategic  marketing  and "back
room"  operations,  located in Nyack, NY. Mr. Hogg joined the Board of Directors
and was elected to the  position of Chairman of the Board in May,  1997.  In the
past,  he  served  as  a  consultant   to  the  National   Academy  of  Sciences
sub-committee  which  evaluated  and  documented  the  shortcomings  within  the
Internal Revenue Service telecommunications and processing modernization project
and as a board member for several major  corporations.  Mr. Hogg is the Chairman
of the  Institute  for  International  Sports,  sponsor in 1993 of the inaugural
World Scholar-Athlete Games. From 1980 to 1989, Mr. Hogg was the Chief Executive
Officer for MasterCard.



                                       2
<PAGE>




Douglas M. Richard  served as the Chief  Executive  Officer of the Company since
February  1997 and served as a director  since  1998.  In April 1996  Micrografx
acquired Visual Software,  Inc., a company Mr. Richard  founded.  In addition to
founding Visual Software, Mr. Richard founded ITAL computers in 1985.

Seymour  Merrin has been a director of the Company since  February  1990.  Since
1988,  he has served as  president  of Merrin  Information  Services,  Inc.,  an
information service that provides  information and consulting to retail computer
software businesses.

Robert  Kamerschen  has been a director  of the Company  since  April  1993.  In
September  1999,  Mr.  Kamerschen  was  appointed  Chairman and Chief  Executive
Officer  of  DIMAC  Marketing  Corporation,   a  direct  marketing  service.  He
previously  served as the Chairman of the Board and Chief  Executive  Officer of
ADVO, Inc., a company  principally  involved in direct mail  advertising,  for a
highly  successful ten year leadership  tenure ending in June 1999. He is also a
director  of IMS  Health,  Inc.,  R.  H.  Donnelley,  Inc.,  Tandy  Corporation,
CoolSavings.com.Inc., and TravelCLICK.com.

Avery  More was  elected to the board on  February  12,  1999.  He has a 20-year
history in the  information  technology  industry.  He currently is the managing
director of Eureka  Ventures,  a venture  capital and merchant  banking  company
specializing in information technology companies. He also serves as the Chairman
and Chief Executive Officer of PC Service Source, a NASDAQ-traded company, which
is 24 percent owned by Eureka Ventures. Prior to launching Eureka Ventures, More
was  President  and  Chief   Executive   Officer  of  CompuCom   Systems,   Inc.
("CompuCom"). Before joining CompuCom, More served on the board of directors and
as executive vice president of Computer Craft, Inc.

As of June 30, 2000, (i) there were no family  relationships  between any of the
officers and directors of the Company and (ii) there were no agreements  whereby
any shareholder or group of shareholders was entitled to  representation  on the
Board of  Directors of the  Company.  On  September  5, 2000 the Company  issued
1,120,000  shares  of its  Series  A  Convertible  Preferred  Stock  ("Series  A
Preferred Stock") in a private transaction.  Pursuant to the terms of the Series
A Preferred Stock, the holders of such shares as a group have the right to elect
two members of the Board of  Directors.  All  members of the Board of  Directors
elected  by the  holders of the Common  Stock  will  stand for  election  at the
Company's  Annual Meeting of  Shareholders  to hold office until the next annual
election of directors by shareholders or until their respective successors shall
have been duly  elected  and shall have  qualified.  The holders of the Series A
Preferred  Stock have not elected any  director to the Board of  Directors as of
October 30, 2000.

On August 30, 2000 Mr. Richard resigned from the Board of Directors and James L.
Hopkins was elected as his replacement,  and was further elected Chairman of the
Board of Directors.  On September 5, 2000 Messrs. Merrin,  Kamerschen,  and More
resigned  their  positions  on the Board of  Directors  and its  committees.  On
October 16, 2000, James L. Hopkins was appointed to the additional  positions of
President  and Chief  Executive  Officer of the  Company.  On October 30,  2000,
George  W.  Macintyre  and P.  Michael  Sullivan  agreed  to serve as  directors
effective November 1, 2000.

The Bylaws of the Company  provide that the Board of Directors shall be composed
of not less than five but not more than nine  directors.  The Board of Directors
is actively  searching for a suitable  candidate to join the Company's  Board to
meet this requirement.



                                       3
<PAGE>




The  following is a brief  account of the business  experience,  during the past
five years,  of each of James L. Hopkins,  George W.  Macintyre,  and P. Michael
Sullivan.

<TABLE>
<CAPTION>

NOMINEE                                AGE    PRESENT OFFICE(S) HELD IN MICROGRAFX
<S>                                    <C>           <C>
James L. Hopkins                       53     President,  Chief  Executive  Officer and
8144 Walnut Hill Lane                         Chairman of the Board of Directors
Suite 1050
Dallas, TX  75231

George W. Macintyre                    55     Director
100 Congress Ave
Suite 600 Austin, TX  78701

P. Michael Sullivan                    47     Director
5009 Sail Creek Drive
Plano, Texas  75093
</TABLE>

James L. Hopkins has been elected as the Chief Executive  Officer of the Company
beginning  October 16, 2000 and was elected a director and Chairman of the Board
of Directors of the Company on August 30, 2000.  From  September 1999 to October
2000,  Mr.  Hopkins  served as Managing  Director of the Austin  office of Hoak,
Breedlove,  Wesneski,  LLC, a private  investment  banking firm headquartered in
Dallas,  Texas.  From May 1999 to  September,  1999 he  served  as  Senior  Vice
President  of  Finance  and  Strategic  Planning  and  as  a  director  of  3dfx
Interactive,  Inc.  From January 1995 through May 1999 Mr.  Hopkins  served as a
director  and as  Chief  Financial  Officer  and  Vice  President  of  Strategic
Marketing of STB Systems, Inc.

George W.  Macintyre is the  President and Chief  Executive  Officer of Adhesive
Software  Inc.,  an  Austin,   Texas-based   software  company  focused  on  the
development  of solutions for deploying and managing  complex Web sites.  He has
held this  position  since August 2000.  From March,  1998 to July,  2000 he was
Senior Vice President of Corporate Strategy with Inprise/Borland,  a provider of
Internet access infrastructure and application development tools. From February,
1997 to December,  1998,  he was  Executive  Vice  President at MCSB  Technology
Corporation,  a server performance  enhancement software company.  From February
1994 to January 1997 he was Vice President of Marketing and Business Development
at Open Connectivity Systems, Inc., a connectivity software company.

Since September,  1997 P. Michael  Sullivan has been an independent  businessman
and financial and management consultant.  From January 1997 to September 1997 he
was Senior Vice  President  and Chief  Financial  Officer of  ErgoBilt,  Inc., a
developer,  manufacturer  and  marketer of  customized  ergonomic  products  for
businesses and home offices.  From September 1996 to January 1997, Mr.  Sullivan
was a financial  consultant to ErgoBilt,  Inc.  From 1978 to September  1996 Mr.
Sullivan was Vice President,  Chief Financial  Officer,  Secretary and Treasurer
for  USDATA  Corporation,   a  software,  systems  and  consulting  company  for
information systems that supervise,  monitor and control manufacturing and other
automated processes.  Mr. Sullivan is a certified public accountant in the State
of Texas.





                                       4
<PAGE>



The Board of  Directors  has a standing  Audit  Committee  currently  chaired by
Russell  E. Hogg.  During  the  fiscal  year  ending  June 30,  2000,  the Audit
Committee was composed of Messrs. Avery More, as Chairman, and Robert Kamerschen
and Russell E. Hogg. The Audit  Committee is responsible for consulting with the
independent  public  accountants  for the Company with regard to the adequacy of
internal  controls and the plan of audit,  as well as reviewing the audit report
and management letter and matters concerning financial reporting, accounting and
audit procedures and policies  generally.  The Audit Committee held six meetings
during the fiscal year ending June 30,  2000.  No member of the Audit  Committee
attended  fewer than 100% of the meetings.  For the ensuing year,  the Committee
will be comprised of Messrs. Hogg, Macintyre, and Sullivan, with Mr. Hogg having
been elected as Chairman of the Committee.

The Board of Directors has a standing  Executive  Compensation  and Stock Option
Committee  currently  chaired by Russell E. Hogg.  During the fiscal  year ended
June 30, 2000, the Stock Option  Committee was composed of Messrs.  Avery More ,
Russell Hogg, and Robert Kamerschen,  as Chairman.  The Committee is responsible
for   reviewing  and   determining   matters  of  executive   compensation   and
administering  the Company's  Incentive and Nonstatutory  Stock Option Plan (the
"Stock Option Plan").  The Committee  held four meetings  during the fiscal year
ended June 30, 2000. No member of the Committee  attended fewer than 100% of the
meetings. For the ensuing year, the Committee will be comprised of Messrs. Hogg,
Macintyre and Sullivan.

The Board of Directors has a standing Nominating Committee, chaired by Mr. Hogg.
During  the fiscal  year  ended June 30,  2000,  the  Nominating  Committee  was
composed  of  Messrs.   Hogg  and  Kamerschen.   The  Nominating  Committee  is
responsible for selection for nomination of candidates to serve on the Company's
Board of Directors.  In  recommending  candidates to the Board,  the  Nominating
Committee  seeks  persons of proven  judgment  and  experience.  The  Nominating
Committee held no meetings  during the year ended June 30, 2000. For the ensuing
year, the Nominating Committee will be composed of Messrs.  Macintyre (Chairman)
and Hogg.

The Board of Directors held seven meetings during the fiscal year ended June 30,
2000.  Various  matters were  approved  during the last fiscal year by unanimous
written consent of the Board of Directors. During the fiscal year ended June 30,
2000,  no director  attended  fewer than 100% of the  aggregate of (i) the total
number of  meetings  of the  Board of  Directors  and (ii) the  total  number of
meetings held by all committees of the Board of Directors on which each director
served.

During the fiscal year ended June 30, 2000, each director who is not an employee
of the Company  received an annual  retainer of $20,000 and a fee of $10,000 for
attending  all board and  committee  meetings held during the year. In addition,
each committee  chairperson  received an annual fee of $3,000. All directors are
reimbursed for travel and other expenses incurred in attending such meetings. In
connection  with his election as Chairman of the Board in May, 1997, the Company
agreed to pay Mr.  Hogg the  following  additional  compensation  for serving as
Chairman:  (i) during each year of service in such capacity, a consulting fee of
$1,500 per each day of work on Company  business,  with a maximum cap of $50,000
for the year; (ii) a grant of non-statutory stock options covering 30,000 shares
with an exercise price of $6.00 per share,  granted as of Mr. Hogg's election in
June 1997,  pursuant to the Company's Option Plan, vesting ratably over a period
of four years from the date of grant and (iii)  additional  non-statutory  stock
option grants,  each covering 5,000 shares,  in each of the years 1998 and 1999,
and for the year 2000  vesting  over a period of four (4) years from the date of
grant.

All  non-employee  directors are eligible to  participate  in the Company's 1995
Director Option Plan (the "1995 Director Plan"). The 1995 Director Plan provides
that on each  October  1,  after the  completion  of one year of  service,  each
eligible  director  will be entitled  to receive an option for 10,000  shares of
Common  Stock at an exercise  price equal to the fair market value of the Common
Stock on the date of grant.  Each option  granted  under the 1995  Director Plan
becomes  exercisable  at the  rate  of 25%  per  year  commencing  on the  first
anniversary  of the date of grant.  During the fiscal year ended June 30,  2000,
Mr. Hogg was the only eligible  director to receive a grant of options  covering
10,000  shares of  Common  Stock  with an  exercise  price of $1.91  per  share,
representing  the closing  price of the  Company's  stock as of October 2, 2000,
pursuant to the terms of the 1995 Director Plan.



                                       5
<PAGE>



The  shareholders  at the 1997  Annual  Meeting  approved  a  proposal  to grant
non-employee directors the ability to substitute  non-statutory options for cash
fees that reduced the cash cost to the Company  associated with  compensation of
its non-employee directors.  The proposal provided that such options (unlike the
annual grants) would not expire upon  termination  of a non-employee  director's
board  service,  but would  continue in effect for a term of five years from the
date of grant.  The plan  requires that each  non-employee  director must make a
semi-annual  irrevocable  election  prior to April 1 and October 1 (the  "Option
Election  Dates") of each year to  participate in this feature for the six month
period following each Option Election Date. Options granted in lieu of cash fees
are granted at the rate of $2.00 in option  value  (using  present  value of the
grant at date of grant under the  Black-Scholes  option  pricing model) for each
$1.00 of cash  director's  fees  which  would  otherwise  be  paid,  and have an
exercise  price equal to the fair market value of the Company's  Common Stock on
the Option Election Date of each semi-annual period in question,  exercisable in
increments  of 25% per year for a term of five years.  During  fiscal year 2000,
under the stock-in-lieu of compensation provisions, Mr. More received options to
purchase  10,030  shares with an exercise  price of $5.50.  The  amendment  also
provided for immediate  vesting of all  unexercisable  options granted under the
1995 Director Plan upon the occurrence of certain  events  resulting in a change
in control of the Company.

SECTION 16(A) COMPLIANCE

Section  16(a) of the  Securities  Exchange  Act of 1934  (the  "Exchange  Act")
requires the Company's officers and directors, and persons who own more than ten
percent  of a  registered  class of the  Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission  (the  "SEC").  Officers,  directors  and  greater  than  ten-percent
shareholders  are required by SEC  regulation to furnish the Company with copies
of all Section  16(a) forms they file.  Based solely on its review of the copies
of such forms received by it, or written  representations from certain reporting
persons that no Forms 5 were required for those  persons,  the Company  believes
that,  during the  fiscal  year ended  June 30,  2000,  all filing  requirements
applicable to its officers,  directors,  and greater than ten-percent beneficial
owners were complied with.



                                       6
<PAGE>



ITEM 11.          EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain  information  concerning the compensation
of the Company's Chief Executive  Officer and each of the four other most highly
compensation  executive  officers  (and one former  executive  officer  for whom
disclosure  would have been required but for the fact that he was not serving as
such at the end of the most recently completed fiscal year), during fiscal years
ended June 30, 2000, 1999 and 1998.
<TABLE>
<CAPTION>

                                                                Long Term
                                      Annual Compensation     Compensation
                                    ------------------------ ---------------
                                                                Awards
                                                             ---------------
                            Year                                Options/
Name                       Ending     Salary       Bonus          SARs        All Other
Principal Position        June 30     ($)(1)        ($)          (#)(2)       Comp. (3)
------------------------- --------- ------------ ----------- --------------- ------------
<S>                         <C>       <C>           <C>          <C>             <C>
Douglas M. Richard          2000     $270,508      $13,125     175,000         $ 4,372
Chief Executive             1999      250,000       78,338      43,300           4,142
Officer(4)                  1998      217,398       11,131      80,000           3,211
------------------------- --------- ------------ ----------- --------------- ------------
Kenneth Carraher
President of                2000     $205,539      $20,813      85,000         $ 5,434
Enterprise Process          1999      129,231       49,244       8,000           4,025
Management Solutions        1998      107,962       30,162      68,469           3,437
------------------------- --------- ------------ ----------- --------------- ------------
John M. Carradine           2000     $178,385      $ 7,031      67,700         $ 4,080
Chief Financial Officer     1999           --           --          --              --
and Corporate Secretary     1998           --           --          --              --
------------------------- --------- ------------ ----------- --------------- ------------
Frank Childers
Former Executive Vice       2000     $ 99,171      $43,750          --         $ 3,573
President of Global         1999      151,390       61,593      80,600           1,566
Sales and Marketing         1998           --           --          --              --
------------------------- --------- ------------ ----------- --------------- ------------

</TABLE>

(1)  Includes  amounts of base salary  deferred at the election of the executive
     pursuant to the Company's 401(k) Savings Plan, a defined contribution plan.
(2)  The Stock  Option  Plan  authorizes  the  issuance of SARs but no SARs were
     issued by the Company as of June 30, 2000.
(3)  All other compensation includes company contributions in fiscal 2000 in the
     following  amounts to match  amounts  deferred  pursuant  to the  Company's
     401(k) Savings Plan: Mr. Richard $4,372, Mr. Carraher $5,434, Mr. Carradine
     $4,080 and Mr. Childers $3,573.
(4)  Mr. Richard was Chief Executive  Officer and President of Micrografx,  Inc.
     at June 30,  2000.  At the date of this  filing,  Mr.  Richard is no longer
     acting in that capacity and has assumed the role of Chief Executive Officer
     of Image2Web, a wholly-owned subsidiary of Micrografx, Inc.



                                       7
<PAGE>




GRANTS OF OPTIONS

The following  table sets forth details  regarding  stock options granted to the
named  executive  officers listed in the Summary  Compensation  Table during the
fiscal year 2000. In addition,  there are shown the "option  spreads" that would
exist for the  respective  options  granted  based upon assumed  rates of annual
compound stock appreciation of 5% and 10% from the date the options were granted
over the full option term. The Company granted no SARs in fiscal year 2000.
<TABLE>
<CAPTION>

                                  OPTION/SAR GRANTS IN LAST FISCAL YEAR
                                            INDIVIDUAL GRANTS

                                     % OF TOTAL
                                      OPTIONS/
                        OPTIONS/        SARS                                    POTENTIAL REALIZABLE VALUE
                          SARS       GRANTED TO     EXERCISE OR                 AT ASSUMED ANNUAL RATES OF
                        GRANTED (1) EMPLOYEES IN    BASE PRICE     EXPIRATION    STOCK PRICE APPRECIATION
NAME                      (#)        FISCAL YEAR      ($/SH)          DATE          FOR OPTION TERM (2)
                                                                                ----------------------------
                                                                                   5% ($)        10% ($)
--------------------- ------------- -------------- -------------- ------------- -------------- -------------
<S>                      <C>            <C>            <C>            <C>            <C>          <C>
Doug Richard             175,000        11.95%         $ 4.63         3/8/10      $509,012     $ 1,289,935
Ken Carraher              85,000         5.81%         $ 4.63         3/8/10      $247,234     $   626,540
John Carradine            67,700         4.62%         $ 4.63         3/8/10      $196,915     $   499,021
Frank Childers                --            --             --             --            --             --
</TABLE>

All of the options  granted to executives  were granted under the Company's 1995
Incentive and Nonstatutory Stock Option Plan.

(1)  These amounts represent certain assumed rates of appreciation  only. Actual
     gains,  if any, on stock option  exercises  are  dependent  upon the future
     performance of the Company's  Common Stock,  overall market  conditions and
     the  executive's   continued  employment  with  the  Company.  The  amounts
     represented in this table may not necessarily be achieved.

(2)  Options vest  generally in increments  of 25% annually.  The options have a
     term of ten  years,  unless  they are  exercised  or  expire  upon  certain
     circumstances  set forth in the Stock  Option Plan,  including  retirement,
     termination in the event of a change in control, death or disability.



                                       8
<PAGE>



EXERCISES OF OPTIONS

         The following  table sets forth  information  with respect to the named
executive  officers  concerning  the exercise of options during fiscal year 2000
and unexercised  options held as of June 30, 2000. No SARs were exercised by the
named executive officers during fiscal 2000.
<TABLE>
<CAPTION>

                              AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       FISCAL YEAR END OPTION/SAR VALUES

                                                                          NUMBER OF        VALUE OF UNEXERCISED
                                                                         UNEXERCISED           IN-THE-MONEY
                                                                       OPTIONS/SARS AT        OPTIONS/SARS AT
                         NUMBER OF SHARES                                FY-END (#)             FY-END ($)
                       ACQUIRED ON EXERCISE                             EXERCISABLE/           EXERCISABLE/
NAME                            (#)            VALUE REALIZED($)        UNEXERCISABLE        UNEXERCISABLE(1)
---------------------- ---------------------- --------------------- ---------------------- ---------------------
<S>                                 <C>                     <C>             <C>                       <C>
Doug Richard                       --                       --        107,159/254,141                 --/--
Kenneth Carraher                   --                       --         50,469/111,000                 --/--
John Carradine                     --                       --         12,752/105,956                 --/--
Frank Childers                     --                       --             --/     --                 --/--
</TABLE>

(1)  Values are stated  based upon the  closing  price of $2.31 per share of the
     Company's common stock on the NASDAQ/NMS on June 30, 2000, the last trading
     day of fiscal 2000.



                                       9
<PAGE>




EMPLOYMENT CONTRACTS AND CHANGE IN CONTROL PROVISIONS

The Company has entered into agreements  providing for contractual  benefits and
compensation  with  John  Carradine,   Ken  Carraher,   Douglas  Richard,  which
agreements  provide for  severance to such  individuals  equal to six (6) months
base salary in the event of their  severance  from the Company  without cause in
the case of Mr. Carradine and Mr.  Carraher,  and (12) months base salary in the
event of his severance in the case of Mr. Richard.  These Agreements  expire two
years after the date of a Change in Control, and require the Company to pay such
officers,  if their employment is terminated by (i) the Company without cause or
(ii) such  officer,  as a result of a reduction in his  respective  base salary,
potential  earnings under a performance  based bonus plan, any material employee
benefit,  or in the nature or scope of his respective duties, a sum equal to (i)
one and one-half times Mr. Richard's highest base annual salary with the Company
and (ii) one times Mr. Carradine's and Mr. Carraher's highest base annual salary
with the Company.  Additionally, in the event such officer's employment with the
Company is terminated under the circumstances described above following a Change
in Control, they would also be entitled to the continuation of medical,  dental,
disability  and life  insurance  benefits for a period of twelve (12) months and
the acceleration  and/or  immediate  vesting of all stock options and restricted
stock awards then outstanding.

COMPENSATION OF DIRECTORS

For information on  compensation  paid to directors of the Company during Fiscal
Year 2000, see Item 10 "Directors and Executive Officers of the Registrant."

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee is or has been an officer or employee of
the  Company  or any of its  subsidiaries  or  had  any  relationship  requiring
disclosure  pursuant  to  Item  404 of SEC  Regulation  S-K.  No  member  of the
Compensation Committee served on the compensation  committee,  or as a director,
of another  corporation,  one of whose directors or executive officers served on
the  Compensation  Committee  of or  whose  executive  officers  served  on  the
Company's Board of Directors.




                                       10
<PAGE>




ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table and notes thereto set forth certain information with respect
to beneficial  ownership of the Company's  Common Stock as of September 30, 2000
by (i) each person known by the Company to own beneficially  more than 5% of the
presently  outstanding Common Stock, (ii) each director and nominee for director
of the  Company,  (iii)  each of the  Company's  current  and  former  executive
officers named in the Summary  Compensation Table and (iv) the present directors
and executive officers of the Company as a group:
<TABLE>
<CAPTION>

                                                    COMMON STOCK         PERCENT OF
                                                    BENEFICIALLY         OUTSTANDING
NAME                                                    OWNED          COMMON STOCK(1)
------------------------------------------------- ------------------ ------------------
<S>                                                       <C>                <C>
The Lake Fund
Roemer Visscherplein 19
2106 AG Heemstede                                       2,092,400           18.20%
The Netherlands

Douglas M. Richard                                        186,382(2)         1.57%

Russell E. Hogg                                            41,250(3)         *

Kenneth Carraher                                          148,672(4)         1.25%

John Carradine                                             25,504(5)         *

All executive officers and directors as a group           401,808(6)         3.38%

</TABLE>

* Represents less than 1% of the outstanding Common Stock.

(1)  Except as  otherwise  indicated,  the persons  named in the table have sole
     voting  and  investment  power with  respect to the shares of Common  Stock
     shown as beneficially  owned by them.  Beneficial  ownership as reported in
     the above table has been  determined in  accordance  with Rule 13d-3 of the
     Exchange Act. The percentages are based upon 11,497,981 shares  outstanding
     as of September  30, 2000,  except for certain  parties who hold  presently
     exercisable  options to purchase shares.  The percentages for those parties
     who hold options that are presently  exercisable or  exercisable  within 60
     days of June 30, 2000, are based upon the sum of 11,497,981 shares plus the
     number of shares  subject  to options  that are  presently  exercisable  or
     exercisable  within 60 days of  September  30,  2000,  held by each of them
     respectively, as indicated in the following notes.

(2)  Consists of 61,732 held and 124,650  shares  subject to stock  options that
     are presently  exercisable or that are exercisable within the next 60 days.
     Does not include  3,290  shares held by Mr.  Richard's  spouse,  concerning
     which she has sole voting and investment power.

(3)  Consists  of 41,250  shares  subject to stock  options  that are  presently
     exercisable or that are exercisable within the next 60 days.

(4)  Consists of 86,203 shares held  directly by Mr.  Carraher and 62,469 shares
     subject  to  stock  options  that  are  presently  exercisable  or that are
     exercisable within the next 60 days.

(5)  Consists  of 25,504  shares  subject to stock  options  that are  presently
     exercisable or that are exercisable within the next 60 days.

(6)  Includes  253,873  shares  subject  to stock  options  that  are  presently
     exercisable or that are exercisable within the next 60 days.




                                       11
<PAGE>






ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company  entered into a severance  agreement  with R. Edwin  Pearce,  former
General Counsel and Secretary, whereby he resigned his position with the Company
effective  September 30, 1999. Under the terms of the severance  agreement,  Mr.
Pearce was paid the sum of  $83,464,  representing  his base  salary and bonuses
through  March 31,  2000.  The vesting  schedule of  outstanding  stock  options
covering  62,247  shares owned by Mr.  Pearce were  accelerated.  The  agreement
further  provided an extension  of the  expiration  dates so that these  options
would expire unless exercised by October 1, 2000. As a further  consideration of
the  severance  agreement,  Mr.  Pearce  agreed to not  compete  with or solicit
customers of the Company for a period of two (2) years, nor to hire employees of
the Company for a one (1) year period.




                                       12
<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, on October 30, 2000.

                     MICROGRAFX, INC.

                     By:      /S/ JAMES L. HOPKINS
                              --------------------
                              James L. Hopkins
                              Chief Executive Officer and President
                             (Principal Executive Officer)

                     By:      /S/ JOHN M. CARRADINE
                              ---------------------
                              John M. Carradine
                              Chief Financial Officer and Corporate Secretary
                              (Principal Financial Officer)

                     By:      /S/ RONALD K. HERBERT
                              ---------------------
                              Ronald K. Herbert
                              Controller

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

           SIGNATURE                                    TITLE                                   DATE
             <S>                                         <C>                                     <C>

/s/ JAMES L. HOPKINS                    Chairman of the Board of Directors                  October 30, 2000
---------------------------------
James L. Hopkins

/s/ RUSSELL HOGG                        Director                                            October 30, 2000
---------------------------------
Russell Hogg
</TABLE>


                                       13
<PAGE>