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                       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 [FEE REQUIRED]

For the fiscal year ended  January 31, 1997                         OR
                          ----------------------------------------    
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from _________ to _________

                        Commission file number 0-12204


                           GRAPHIC INDUSTRIES, INC.
            (Exact name of Registrant as specified in its charter)

         GEORGIA                                           58-1101633
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

               2155 MONROE DRIVE, N.E., ATLANTA, GEORGIA   30324
            (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code 404/874-3327

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

                                     NONE

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

                         COMMON STOCK, $.10 PAR VALUE
                               (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 NONAFFILIATES OF THE
REGISTRANT WAS $52,899,828 AS OF APRIL 22, 1997 BASED UPON THE CLOSING SALE
PRICE AS REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM THAT DAY.

SHARES OF COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL, 22, 1997 -
7,290,507; SHARES OF CLASS B COMMON STOCK, $.10 PAR VALUE, OUTSTANDING AT APRIL
22, 1997 - 4,518,817.

Documents incorporated by reference:

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. ANNUAL SHAREHOLDERS REPORT FOR THE YEAR
ENDED JANUARY 31, 1997 ARE INCORPORATED BY REFERENCE INTO PART I AND PART II.

PORTIONS OF THE GRAPHIC INDUSTRIES, INC. DEFINITIVE PROXY STATEMENT FOR ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD JUNE 3, 1997 ARE INCORPORATED BY REFERENCE
INTO PART III.

Exhibit Index begins on page  ____.  Total number of pages: ____.

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All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

     3.  Exhibits incorporated by reference or filed with this
     report:

Exhibit
-------
Number  Description
------  -----------

3(a)    Amended and Restated Articles of Incorporation of Registrant. (1)

3(b)    By-laws of Registrant. (2)

4(a)    Instruments defining the rights of security holders. See Articles V and
        VI of the Amended and Restated Articles of Incorporation contained in
        Exhibit 3(a) and Articles Two and Seven of the By-laws contained in
        Exhibit 3(b). (2)

4(b)    Form of Indenture, including Form of Debenture, between Registrant
        and the First National Bank of Atlanta. (3)

10(a)*  Incentive Stock Option Plan and Form of Option Agreement of
        Registrant. (4)

10(b)*  Profit Sharing Plan and Trust of Registrant, together with Call,
        Put and Right of First Refusal Agreement. (5)

10(c)*  Payroll-Based Employee Stock Ownership Plan and Trust of Registrant.
        (6)

10(d)   Officers' and Directors' Liability Insurance Policy issued by
        National Union Fire Insurance Co. (5)

10(l)   Stock Purchase Agreement dated July 12, 1990 between the Registrant
        and Dyment Limited with respect to the sale of Finish It, Inc. (1)

10(m)   Asset Purchase Agreement dated October 1, 1990 between the Registrant
        and Vista Business Forms, Inc. with respect to the sale of KAL Forms,
        Inc. (1)

10(n)   Term Loan Agreement dated July 17, 1990 between Monroe Litho, Inc. and
        Trust Company Bank with form of Term Note and Guaranty of the
        Registrant. (1)



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10(o)  Receivable Financing Agreement dated September 28, 1990 between W.E.
       Andrews Co., Inc. of Connecticut and Bank of New England together with
       Security Agreement, Installment Promissory Note and Guaranty of W.E.
       Andrews Co. (1)

10(p)  Receivable Financing Agreement dated December 17, 1990 between Edwards &
       Broughton Company and First Citizens Bank together with Installment
       Promissory Note, Security Agreement and Guaranty of the Registrant. (1)

10(q)  Receivable Financing Agreement dated December 26, 1990 between Baum
       Printing House, Inc. and Philadelphia National Bank together with
       Installment Promissory Note, Security Agreement and Guaranty of the
       Registrant. (1)

10(u)  Stock Purchase Agreement dated as of January 26, 1984    among the
       Registrant, W.E.A., Inc. and W.E. Andrews Co. Inc., with exhibits. (7)

10(aa) Stock Purchase Agreement dated September 11, 1985 among the Registrant,
       IPD Acquisition Corp., IPD Printing & Distributing, Inc., and Equifax,
       Inc., with exhibits and Articles of Merger. (8)
       
10(ff) Promissory Note from the Registrant and Craftsman Printing Company to
       Life Insurance Company of Georgia; Security Agreement between Craftsman
       Printing Company and Life Insurance Company of eorgia; Deed of Trust
       among Craftsman Printing Company, Lewis H. Parham, Jr., and Life
       Insurance Company of Georgia; and Guaranty from Registrant to Life
       Insurance Company of Georgia. (9)

10(gg) Promissory Note from the Registrant and Wetmore & Company to Life
       Insurance Company of Georgia; Deed of Trust among Wetmore & Company, John
       B. Stewart and Life Insurance Company of Georgia; and Guaranty Agreement
       from Registrant to Life Insurance Company of Georgia. (9)

10(hh) Real Estate Note from Registrant and IPD Printing & Distributing, Inc. to
       Life Insurance Company of Georgia; Deed to Secure Debt from IPD Printing
       & Distributing, Inc. to Life Insurance Company of Georgia; Security
       Agreement between IPD Printing & Distributing, Inc. and Life Insurance
       Company ofGeorgia; and Guaranty from Registrant to Life Insurance Company
       of Georgia. (9)

10(ii) 1988 Incentive Stock Option Plan. (10)

10(jj) Lease Agreement dated December 1, 1981, as amended, and Agreement
       and Release of Guaranty dated October 30, 1987. (10)


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10(kk)  Stock Purchase Agreement dated September 14, 1988 among the Registrant,
        Mercury Acquisition Company and the Shareholders of Mercury Printing
        Company, Inc. with exhibits. (11)

10(ll)  Stock Purchase Agreement dated June 8, 1988 among the Registrant,
        Harvey A. Hoechstetter, HPC Acquisition Corp., and Hoechstetter Printing
        Company, Inc. with exhibits and Articles of Merger. (11)

10(mm)  Stock Purchase Agreement dated August 12, 1988 among the Registrant,
        Baum Acquisition Co., Baum Printing House, Inc., Seymour Z. Baum, Joseph
        A. Fasolo and Seymour Z. Baum, as trustee, with exhibits and Articles of
        Merger. (11)

10(qq)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
        Agreement between the Registrant and Jefferson-Pilot Life Insurance
        Company. (11)

10(rr)  Real Estate Note and Mortgage between Printing Service, Inc. and
        Jefferson-Pilot Life Insurance Company dated June 29, 1988. (11)

10(ss)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
        Agreement between State Printing Company and Jefferson-Pilot Life
        Insurance Company dated May 24, 1988. (11)

10(tt)  Stock Purchase Agreement dated July 31, 1989 among the Registrant,
        Monroe Litho, Inc., Monroe Acquisition, Inc., and the Shareholders of
        Monroe Litho, Inc. with exhibits. (12)

10(ww)* 1991 Incentive Stock Option and Non-Qualified Stock Options Plan
        and Form of Option Agreement of Registrant. (2)

10(xx)* 1992 Restricted Stock Award Plan of Registrant. (2)

10(yy)  Receivable Financing Agreement and Term Loan Agreement dated March 3,
        1992 between NationsBank, Atlanta Blue Print Company, Inc., Craftsman
        Printing Company, Heritage Press, Inc., IPD Printing & Distributing,
        Inc., The Stein Printing Company, Inc., Wetmore & Company, Williams
        Printing Company and the Registrant. (2)



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10(zz)   Form of Sale and Leaseback Agreement between Fleet Credit Corporation,
         W.E. Andrews Co., Inc., W.E. Andrews Co., Inc. of Connecticut, Baum
         Printing, Inc., The Central Press of Miami, Inc., Graphic Direct, Inc.-
         Illinois, Heritage Press, Inc., IPD Printing & Distributing, Inc., The
         Stein Printing Company, Inc., Wetmore & Company, Williams Printing
         Company and the Registrant. (2)

10(aaa)  Sale and Leaseback Agreement between Fleet Credit Corporation,
         W.E. Andrews Co., Inc. and the Registrant. (5)

10(bbb)  First Mortgage Real Estate Note and Deed to Secure Debt and Security
         Agreement between Heritage Press, Inc. Protective Life Insurance
         Company and the Registrant dated February 4, 1992. (5)

10(ccc)  First Mortgage Real Estate Note and Deed to Secure Debt between Baum
         Printing, Inc., MetLife Corporation and the Registrant dated August 27,
         1992. (5)

10(ddd)  First Mortgage Real Estate Note and Deed to Secure Debt between
         MetLife Corporation and the Registrant dated August 27, 1992. (5)

10(eee)  Receivable Financing Agreement dated October 20, 1992 between
         Executive Courier, Inc. and the Merchant Bank of Atlanta together with
         Installment Promissory Notes and Guaranty of the Registrant. (5)

10(fff)  Term Note Agreement, Promissory Note and Security Agreement between
         State Printing Company, Inc., First Union National Bank of Georgia and
         the Registrant along with Guaranty of the Registrant. (5)

10(ggg)  Letter Loan Agreement, Installment Term Notes and Master Demand Note
         between Graphic Direct, Inc.-Illinois, Graphic Direct, Inc.-Michigan,
         NBD Bank, NA and the Registrant along with Guaranty of the Registrant.
         (5)

10(hhh)  Loan and Security Agreement and Form of Promissory Note among the
         Registrant, Atlanta Blue Print Co., Baum Printing, Inc., The Central
         Press of Miami, Inc., Craftsman Printing Company, Edwards & Broughton
         Co., Graphic Direct, Inc.-Illinois, Graphic Direct, Inc.-Michigan,
         Heritage Press, Inc., Hoechstetter Printing Company, Inc., IPD Printing
         & Distributing, Inc., Mercury Printing Company, Inc., State Printing
         Company, Inc., The Stein Printing Company, Inc., W.E. Andrews Co.,Inc.,
         W.E. Andrews Co., Inc. of Connecticut, Wetmore & Company, Williams
         Printing Company, A.C. Scanning, Inc., and the CIT Group/Equipment
         Financing, Inc. dated July 29, 1993. (13)


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10(iii)  Amended and restated Financing Agreement, along with the First and
         Second Amendment thereto, among the Registrant, Atlanta Blue Print Co.,
         Baum Printing, Inc., The Central Press of Miami, Inc., Craftsman
         Printing Company, Edwards & Broughton Co., Graphic Direct, Inc.-
         Illinois, Graphic Direct, Inc.-Michigan, Heritage Press, Inc., IPD
         Printing & Distributing, Inc., Mercury Printing Company, Inc., State
         Printing Company, Inc., The Stein Printing Company, Inc., Wetmore &
         Company, Williams Printing Company and NationsBank of Georgia, N.A.
         dated August 6, 1993. (13)

10(jjj)  First Mortgage Real Estate Note and Deed to Secure Debt between
         the Registrant and MetLife Corporation dated January 26, 1994. (13)

10(kkk)  Offer to Purchase and Supplement to Offer to Purchase between the
         Registrant and Kenneth A. Walt, as Trustee for the Estate of Graphic
         Dynamics, Inc. dated January 31, 1994. (13)

10(lll)  Agreement and Plan of Reorganization between the Registrant, SS
         Acquisition Co., Southern Signatures, Inc., Brian R. Smith, MI
         Holdings, Inc. and Steven C. Carson, M.D., Pension Fund dated April 19,
         1994. (14)

10(mmm)  Promissory Note and Master Security Agreement between Mercury Printing
         Company, Fleet Credit Corporation and the Registrant dated May 5, 1994.
         (14)

10(nnn)  First Mortgage Real Estate Note and Security Agreement between the
         Registrant and MetLife Capital Financial Corporation dated July 21,
         1994. (14)

10(ooo)  Promissory Note, Credit Agreement and Security Agreement between
         Wetmore & Company, Texas Commerce Bank and the Registrant dated
         September 14, 1994 along with Guaranty of the Registrant. (14)

10(ppp)  Term Loan, Security and Guaranty Agreement between IPD Printing &
         Distributing, Inc., Trust Company Bank and the Registrant dated
         November 30, 1994. (14)

10(qqq)  First Mortgage Real Estate Note, deed to secure debt and Security
         Agreement between the Registrant and MetLife Capital Financial
         Corporation dated December 27, 1994. (14)

10(rrr)  Agreement and Plan of Reorganization between the Registrant, Quadras
         Acquisition Company, QQQ, Inc., Quadras, Inc., Sara Senie Harris and
         Cynthia A. Morgan dated November 1, 1995. (15)

10(sss)  Agreement and Plan of Merger between the Registrant, Allied Acquisition
         Corp., Allied Reprographic Services,Inc. and Vernon E. Langford dated
         August 1, 1995. (15)
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10(ttt)  Agreement and Plan of Merger between the Registrant, Carpenter Reserve
         Printing Company, Carpenter Acquisition Company and the shareholders of
         Carpenter Reserve Printing Companay dated September 21, 1995. (15)

10(uuu)  Credit Agreement between the Registrant, co-agents and NationsBank
         of Georgia, NA, as agent, dated December 21, 1995. (15)

10(vvv)  Asset Sale Agreement between the Registrant, Bausch & Lomb
         Incorporated, and Monroe Litho, Inc., a wholly owned subsidiary of the
         Registrant, dated December 1, 1995. (15)

10(www)  Form of First, Second and Third Amendments to Credit Agreement between
         the Registrant, co-agents and NationsBank of Georgia, NA, as agent,
         dated June 27, 1996, November 18, 1996 and January 31, 1997
         respectively.

10(xxx)  Promissory Note, Deed to Secure Debt and Security Agreement between the
         Registrant and Metlife Capital Financial Corporation dated December 31,
         1996.

10(yyy)  Promissory Note, Indemnity Deed of Trust and Security Agreement between
         the Registrant and Metlife Capital Financial Corporation dated January
         31, 1997.

10(zzz)  Asset Purchase Agreement between the Registrant, Presstar Acquisition
         Corp., and Ex-Speed-ite Service, Inc. dated October 23, 1997.

10(aaaa) Promissory Note, Mortgage and Security Agreement between the Registrant
         and Metlife Capital Financial Corporation dated January 31, 1997.

11       Computation of Earnings Per Share.

13       The Registrant's 1997 Annual Shareholders Report. With the exception of
         information expressly incorporated herein by reference, the 1997 Annual
         Shareholders Report is not deemed to be filed with the commission.

21       Subsidiaries of the Registrant.

23       Consent of Independent Auditors.

*        Compensatory Plan, arrangement or management contract.

--------------------

(1)  Incorporated herein by reference to Exhibit of the same number of
the Registrant's Annual Report on Form 10-K for the fiscal year ended January
31, 1991. (File No. 0-12204).

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(2)     Incorporated herein by reference to Exhibit of the same number of  the
Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1992. (File No. 0-12204)

(3)     Incorporated herein by reference to Exhibit of the same number to   the
Registrant's Registration Statement on Form S-1 as filed on April 30, 1986 (Reg.
No. 33-5277).

(4)     Incorporated herein by reference to Exhibit of the same number to 
Amendment No. 2 to the Registrant's Registration Statement on Form S-1
filed on December 13, 1983 (Reg. No. 2-86411). 
 
(5)     Incorporated herein by reference to Exhibit of the same number of
the Registrants Annual Report on Form 10-K for the fiscal year ended
January 31, 1993. (File No. 0-12204). 
 
(6)     Incorporated herein by reference to Exhibit of the same number to
the Registrant's Registration Statement on Form S-1 as filed on October
2, 1985 (Reg. No. 33-600).
 
 
(7)     Incorporated herein by reference to Exhibit 2 to the Registrant's 
Current Report on Form 8-K as filed on February 16, 1984 (File No. 0-12204).
 
 
(8)     Incorporated herein by reference to the Registrant's Current Report
on Form 8-K as filed on September 26, 1985 (File No. 0-12204).
 
(9)     Incorporated herein by reference to Exhibit of the same number to the
Registrant's Annual Report on Form 10-K for the fiscal year ended Jamuary 31,
1987 (File No. 0-12204). 

(10)    Incorporated herein by reference to Exhibit of the same number to the
Registrant's Annual Report on Form 10-K for the fiscal year ended January 31,
1988 (File No. 0-12204).

(11)    Incorporated herein by reference to Exhibit of the same number to
the Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1989.  (File No. O-12204)

(12)    Incorporated herein by reference to Exhibit of the same number of the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1990. (File No. 0-12204).

(13)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January
31, 1994. (File No. 0-12204).

(14)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January
31, 1995. (File No. 0-12204) 

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(15)    Incorporated herein by reference to Exhibit of same number of the
Registrants Annual Report on Form 10-K for the fiscal year ended January 31,
1996. (File No. 0-12204).

   (b)  Reports on Form 8-K.

        No reports on Form 8-K were filed during the quarter ended 
        January 31, 1997.



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