FORM 10-K
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(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
           December 31, 1996
                                       OR
    ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                           Commission File No: 0-7475
     -----------------------------------------------------------------------
                            PHOTO CONTROL CORPORATION
             (Exact name of Registrant as specified in its charter)

         Minnesota
(State or other jurisdiction of                                  41-0831186
incorporation or organization)                                (I.R.S. Employer
                                                             Identification No.)


                            4800 Quebec Avenue North
                          Minneapolis, Minnesota 55428
                    (Address of principal executive offices)
               Registrant's telephone number, including area code:
                                 (612) 537-3601
           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 $0.08
     ----------------------------------------------------------------------


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 ____

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will 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 as of March 3, 1997 was approximately $3,948,000 (based on the
closing sale price of the Registrant's Common Stock on such date).

-------------------------------------------------------------------------------
          Number of shares of $0.08 par value Common Stock outstanding
                           at March 3, 1997: 1,604,163

                       DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Registrant's Report to Shareholders for the year ended
December 31, 1996 are incorporated by reference into Part II.

2. Portions of the Registrant's definitive Proxy Statement to be dated April 1,
1997 for its Annual Meeting of Shareholders are incorporated by reference into
Part III.



                        This document contains 35 pages;
                           Exhibit Index is on page 13



                                     PART I


ITEM 1.  BUSINESS


         (a) General Development of Business.

         Photo Control Corporation (the "Registrant" or the "Company") was
organized as a Minnesota corporation in 1959. The Registrant acquired all of the
outstanding stock of Norman Enterprises, Inc. ("Norman"), a California
corporation, in 1973. In June, 1983 the Registrant acquired all of the
outstanding stock of Nord Photo Engineering, Inc. ("Nord"), a Minnesota
corporation. In October, 1986 the Registrant acquired all of the outstanding
stock of Bardwell & McAlister, Inc. ("Bardwell"), a California corporation. As
of December 31, 1987, Bardwell was liquidated and its assets and liabilities
were transferred to Norman. Norman discontinued the manufacture and sale of the
Bardwell product line during 1994.

         The Registrant designs, manufactures, and markets professional cameras,
long-roll film magazines, photographic accessories, Norman electronic flash
equipment, and Nord photographic package printers. All references to the
"Registrant" or the "Company" also include "Norman" and "Nord" unless indicated
otherwise.

         (b) Financial Information About Industry Segments.

         During the years ended December 31, 1996, 1995, and 1994, the
Registrant was engaged in one industry which consisted of designing,
manufacturing, and marketing professional photographic equipment.

         (c) Narrative Description of Business.

         (c) (l)(i) Principal Products, Services and Markets. The Registrant
designs, manufactures and markets professional cameras, long-roll film
magazines, photographic accessories, Norman electronic flash, cine and video
lighting equipment, and Nord photographic package printers.

         The principal market for the Registrant's long-roll camera equipment is
the sub-segment of the professional photography market requiring high-volume
equipment, such as elementary and secondary school photographers. The market
with respect to the Norman electronic flash equipment is broader, extending to
all professional photographers and to experienced amateur photographers. The
market for Nord photographic package printers is photographic processing labs
which specialize in producing photographic color print packages such as those
often produced for weddings and school photography. The geographic market in
which the Registrant competes with respect to long-roll camera equipment, flash
equipment, printers, and cine and video lights consists of the entire United
States and, to a lesser extent, some foreign countries.

         The Registrant markets most of its cameras, film magazines, and
photographic accessories through its two employee salesmen and one independent
sales representative and part-time use of a service employee. Such equipment is
marketed primarily under the tradename, "Camerz". Norman markets its electronic
flash and lighting equipment through two full-time employee salesmen, and eleven
independent sales representatives. Nord markets its printers through three
employee salesmen, one independent sales representative, and by part-time use of
three service employees. The Camerz division and Nord utilize the same
independent sales representative to sell both product lines. It is expected that
the sales force will remain at the current level during 1997.

         (c)(1)(ii) New Products and Services. The Camerz division introduced
the ZIIE Camera which reflects significant electronic design changes to the ZII
Camera. The ZIIE features a new shutter power board, magazine interlocks,
internal wiring for electronic preview and redesigned internal wiring and wire
connectors. A split view option for the digital preview system was released
which uses a beam splitter and special housing to place the electronic camera
and ZII lenses on the same optical plane, eliminating all parallax. The Pose
Verification System (PVS) was also introduced which captures the image on a
small black and white video camera mounted on the ZII and allows the
photographer to verify that an acceptable image has been captured.

Nord introduced the Accudata Controller by Bremson for the MI 1100 multi-image
printer. Accudata is considered the industry standard for printer controllers
and is compatible with Bremson's Central System.

Norman introduced the Illuminator Lamphead which is two lampheads in one. The
travel head features a 5 inch reflector/flashtube assembly which boosts the
light output by fifty percent and the studio head uses the FQ5 flashtube and all
of the Norman studio reflectors.

         (c)(1)(iii) Sources and Availability of Raw Materials. Materials
required for the Registrant's photographic equipment consist primarily of
fabricated parts, lenses, electronic components, and lights, most of which are
readily available from numerous sources.

         (c)(1)(iv) Patents, Trademarks, Licenses, Franchises and Concessions.
The Registrant, on February 16, 1982, obtained United States patent number
4,319,819 for a reflex shutter, which is used in conjunction with a zoom lens.
The Registrant has incorporated the shutter into a zoom lens camera which was
first introduced in fiscal 1980.

         The Registrant on June 7, 1988, obtained a United States Patent number
4,750,012 for a reflex shutter for SLR cameras. The shutter is incorporated into
the "Z35" camera which was first introduced in 1987.

         In 1991, the Registrant was granted United States Patent number
5,055,863 for a multiple image transfer camera system for the simultaneous
transfer of light rays from an object to a pair of separate, discrete mediums to
provide for substantially exact image reproduction and capture thereof at either
or both of two media.

         The Registrant received U.S. Patent No. 5,294,950 on March 15, 1994 for
an identification system for automated film and order processing including
machine and human readable code.

         On July 12, 1994, the U.S. Patent and Trademark Office granted the
Registrant patent number 5,329,325 for the Registrant's synchronized zoom
electronic camera system.

         Nord holds two patents. Patent number 4,213,689 granted July 22, 1980
relates to a camera shutter which is electromagnetically activated and is not
currently in production. The Additive Color Lamphouse patent, granted in 1991,
United States Patent number 5,032,866, covers a closed loop light intensity
feedback control system for regulating the light sources within the lamphouse.

         The Registrant believes that it is the owner of two unregistered
trademarks, "Camerz" and the logo-type used in connection with the sale of
photographic equipment under the name Camerz. Also, the Registrant owns one
registered trademark called "Smart System".

         Nord is the owner of four registered trademarks; "Portrait Express,"
"Nord", "ESP", and a logo-type design referred to as the "Micrometer."

         Although the Registrant's patents and trademarks are valuable, they are
not considered to be essential to the Company's success. Innovative application
of existing technology along with providing efficient and quality products are
of primary importance.

         The Registrant has entered into agreements with employees which
agreements grant the Registrant a exclusive right to use, make and sell
inventions conceived by employees during their employment with the Registrant.
The Registrant believes that the right to use, make and sell such inventions
adequately protects the Registrant against any employee who might claim an
exclusive proprietary right in an invention developed while the employee was
employed by the Registrant.

         (c)(1)(v) Seasonal Fluctuations. The photographic equipment business,
including that of Norman and Nord, is somewhat seasonal. There is a larger
volume of sales from March through October.

         (c)(1)(vi) Working Capital Practices. The Registrant believes that its
working capital needs are typical to the industry. The nature of the
Registrant's business does not require that it maintain a high volume of
finished goods inventory or provide extended payment terms to customers. The
Registrant maintains an inventory of raw material and finished products and
permits customers to return only defective merchandise.

         (c)(1)(vii) Single Customer. During the years ended December 31, 1996,
1995 and 1994, the company derived 14.3%, 20.2% and 24.2%, respectively, of its
sales from one unaffiliated customer, Lifetouch Inc. and its affiliates. During
year ended December 31, 1996, 11.0% of its sales was from another unaffiliated
customer, CPI Corp.

         (c)(1)(viii) Backlog. The dollar amount of backlog believed by the
Registrant to be firm as of December 31, is as follows:

                                  1996             1995              1994
                                  ----             ----              ----
                  Company        $81,000        $1,397,000       $4,994,000
                  Nord           487,000           426,000        1,109,000
                  Norman          65,000         1,035,000           83,000
                                  ------         ---------           ------
                  Total         $633,000        $2,858,000       $6,186,000
                                ========        ==========        =========

The Registrant anticipates that it and its subsidiaries will be able to fill all
current backlog orders during the fiscal year ending December 31, 1997.

         (c)(1)(ix) Government Contracts. No material portion of the
Registrant's or its subsidiaries' business is subject to renegotiation of
profits or termination of any contract or subcontract at the election of the
Government.

         (c)(1)(x) Competition. Primary methods of competition for the Company's
products are product performance, reliability, service, and delivery. The
Registrant's two primary competitors with respect to such equipment are Lucht
Engineering, Inc., which sells photographic printers, and Beattie Systems, Inc.,
which sells long-roll cameras. Because of varying product lines, the Registrant
is unable to state accurately its competitive position in relation to such
competitors. In the somewhat broader market in which Norman competes in the sale
of professional studio electronic flash equipment, there are approximately
fourteen significant competitors, several of which are well established. The
Registrant is unable to state accurately Norman's overall competitive position
in relation to such competitors. Norman's dominant competitors are Broncolor,
Dynalite, White Lighting, Photogenic, and Speed-O-Tron.

         (c)(1)(xi) Research and Development. The Registrant spent the following
amounts on research activities relating to the development of new products,
services, and production engineering for the years ended December 31:

                                    1996             1995            1994
                                    ----             ----            ----

          Camerz Division        $417,000          $408,000         407,000
          Nord                    366,000           520,000         730,000
          Norman                  325,000           382,000         403,000
                                  -------           -------         -------
          Total                $1,108,000        $1,310,000      $1,540,000
                               ==========        ==========      ==========

         The Company intends to maintain its level of spending on research and
development.

         (c)(1)(xii) Environmental Regulation. Federal, state and local laws and
regulations with respect to the environment have had no material effect on the
Registrant's or its subsidiaries' capital expenditures, earnings, or respective
competitive positions.

         (c)(1)(xiii) Employees. As of December 31, 1996, the Registrant had the
following employees:

                               FULL-TIME         PART TIME
                               ---------         ---------
          Camerz Division         48                2
          Nord                    23                -
          Norman                  40                2
                                 ---               --
          Total                  111                4
                                 ===               ==

The Registrant utilizes subcontract personnel on a temporary basis to supplement
its regular work force which totaled 30 people as of December 31, 1996.

         (d) Financial Information About Foreign and Domestic Operations and
Export Sales. The Registrant has no operations based outside of the United
States. During each of the last three years ended December 31, 1996, slightly
more than 5% of the Registrant's consolidated sales were derived from export
sales.


ITEM 2.  PROPERTIES


         The Registrant's principal property is located at 4800 Quebec Avenue
North, Minneapolis, Minnesota. The building at that location consists of 60,000
square feet and is located on 3 1/2 acres of land. The building was constructed
in 1971 and was purchased in 1980. Extensive remodeling has been done to meet
the specific needs of the Company. The Registrant first occupied the building
during the fall of 1980, and uses the building for camera production, Nord
printer manufacturing, and as corporate offices.

         Nord owns a 5,000 square foot building in Hinckley, Minnesota, on one
acre of land, which houses optical production and was built in 1981. In February
1996, the production was moved to Minneapolis and the building listed for sale.

         Norman occupies a 32,000 square foot building in Burbank, California
which was constructed in 1977 and expanded in 1984. The facility is located on
50,000 square feet of land and houses all of Norman's operations. The land and
building are financed through the issuance of an industrial development bond by
the Industrial Development Authority of the County of Los Angeles and are owned
by Norman subject to a mortgage in favor of the note holder.

         The Registrant believes its present facilities are adequate for its
current level of operation and provide for a reasonable increase in production
activities.


ITEM 3.  LEGAL PROCEEDINGS


         Neither the Registrant nor any of its subsidiaries is a party to, and
none of their property is the subject of, any material pending legal
proceedings.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


         No matter was submitted to a vote of the Registrant's shareholders
during the Registrant's quarter ending December 31, 1996.

EXECUTIVE OFFICERS OF THE REGISTRANT

NAME, AGE AND
PRESENT POSITION OF OFFICER                   BUSINESS EXPERIENCE
---------------------------                   -------------------

Leslie A. Willig, 71                Mr. Willig, who received a Ph.D in
                                    Industrial Management from the School of
Chairman of the Board of            Business of the University of Iowa in 1956,
Directors, Chief Executive          has been a member and Chairman of the Board
Officer, and President of the       of Directors of Registrant since June, 1974,
Registrant                          has been its Chief Executive Officer since
                                    August, 1974, and has been its President 
                                    since May, 1975. Mr. Willig has been a
                                    director and Secretary of North Snow Bay 
                                    Inc., Freemont, Indiana, a real estate 
                                    development company, since 1965. Mr. Willig
                                    has acted as a self-employed business and
                                    real estate broker in Indiana, since March,
                                    1970.

William L. Norman, 56               Since it was acquired in 1973, Mr. Norman
                                    has served as President of the Registrant's
Director of the Registrant and      wholly-owned subsidiary Norman Enterprises,
President of Norman                 Inc., located and in Burbank, California. He
                                    was Secretary of the Registrant from May,
                                    1987 to May, 1993.

Curtis R. Jackels, 50               Mr. Jackels has been Vice                   
                                    President-Treasurer of the Registrant since 
Vice President -                    August, 1985 and Treasurer since November,  
Treasurer of the                    1980. Mr. Jackels was controller from June, 
Registrant                          1978 to November, 1980. Prior to June, 1978,
                                    Mr. Jackels was employed by two public      
                                    accounting firms. Mr. Jackels is a certified
                                    public accountant and has a Master of       
                                    Business Administration degree from the     
                                    University of Wisconsin.                    

Mark J. Simonett, 40                Mr. Simonett has served as the Registrant's 
                                    General Counsel and Personnel Director since
Secretary of the                    September, 1992 and as Secretary since May, 
Registrant                          1993. He has served part-time from April    
                                    1995 to February 1997 and full-time since.  
                                    He was associated with the Minneapolis law  
                                    firm of Gray, Plant, Mooty, Mooty and Bennet
                                    P.A. from 1991 to 1992, and with the        
                                    consulting firm Delta Environmental         
                                    Consultants, Inc. From 1990 to 1992.        

Patrick J. Gilligan, 56             Mr. Gilligan has been President of the      
                                    Company's wholly-owned subsidiary, Nord     
Executive Vice President            Photo Engineering, Inc., since November,    
of the Registrant                   1990. Since May, 1993, he has been Executive
President of Nord                   Vice President of the Registrant. From      
                                    August 1988 to October, 1990, he was        
                                    employed by Pakor, Inc of Minneapolis,      
                                    Minnesota, a manufacturer of Pako service   
                                    parts, and a distributor of photographic    
                                    processing equipment. The last position held
                                    at Pakor was President. From 1986 to 1988 he
                                    was employed by PhotoTek, a Division of     
                                    Pako, the predecessor to Pakor, Inc. and a  
                                    subsidiary of Pako. His position with       
                                    PhotoTek was Vice President and General     
                                    Manager. From 1968 to 1985 he was employed  
                                    by Pako with his last position being        
                                    Director of Photo Engineering.              

The term of office for each executive officer is from one annual meeting of
directors until the next annual meeting or until a successor is elected. There
are no arrangements or understandings between any of the executive officers and
any other person (other than arrangements or understandings with directors or
officers acting as such) pursuant to which any of the executive officers were
selected as an officer of the Registrant.

There are no family relationships between any of the Registrant's directors or
executive officers.


                                     PART II

The information required by Items 5, 6, 7 and 8 of Part II is incorporated
herein by reference to the sections labeled "Stock Market Information,"
"Selected Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Consolidated Financial Statements and
Notes and the Independent Auditor's Report which appear in the Registrant's
Annual Report to Shareholders for the year ended December 31, 1996. With respect
to Item 9, no change of accountants or disagreements on any matter of accounting
principles or practices or financial statement disclosure has occurred.


                                    PART III

Items 10, 11, 12 and 13 of Part III, except for certain information relating to
Executive Officers included in Part I, are omitted inasmuch as the Company
intends to file with the Securities and Exchange Commission within 120 days of
the close of the year ended December 31, 1996, a definitive proxy statement
containing information pursuant to Regulation l4A of the Securities Exchange Act
of 1934 and such information shall be deemed to be incorporated herein by
reference from the date of filing such document.


                                     PART IV

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

         (a) Documents filed as Part of this Report.

         (a)(l) Consolidated Financial Statements.

                                                                           Page
                                                                           ----
Independent Auditor's Report............................................     *

Consolidated Statements of Opera-
tions for the years ended
December 31, 1996, 1995 and 1994........................................     *

Consolidated Statements of Changes
in Stockholders' Equity for the
years ended December 31, 1996, 1995
and 1994, ..............................................................     *

Consolidated Balance Sheets at December
31, 1996 and 1995.......................................................     *

Consolidated Statements of Cash Flows
for the years ended December 31,
1996, 1995 and 1994.....................................................     *

-------------------------------
*Incorporated by reference to the Registrant's Annual Report to Shareholders for
the year ended December 31, 1996, a copy of which is included in this Form 10-K
as Exhibit 13.


                                                                           Page
                                                                           ----

Notes to Consolidated Financial
Statements .............................................................     *


         (a)(2) Consolidated Financial Statement Schedules.

Auditor's Consent and Report on Schedules...............................     10



Schedule VIII -     Valuation and Qualifying Accounts
                    for the years ended December 31, 1996, 1995
                    and 1994............................................     11


All other schedules have been omitted because they are not applicable or are not
required, or because the required information has been given in the Consolidated
Financial Statements or notes thereto.

         (a)(3)   Exhibits.  See "Exhibit Index" on page following signatures.

         (b)      Reports on Form 8-K. No reports on Form 8-K were filed during
                  the last fiscal quarter of the Registrant's 1996 fiscal year.

         (c)      Exhibits.  Reference made to item 14 (A)(3)

         (d)      Schedules.  Reference made to item 14 (A)(2)




                    AUDITOR'S CONSENT AND REPORT ON SCHEDULES


Board of Directors and
Stockholders
Photo Control Corporation



We hereby consent to the incorporation by reference in this Annual Report on
Form 10-K of Photo Control Corporation for the year ended December 31, 1996 of
our report, dated January 31, 1997, appearing in the Company's 1996 Annual
Report to Shareholders. We also consent to the incorporation by reference of
such report in the registration statements on Form S-8 for the Photo Control
Stock Option Plan.

In the course of our audit of the financial statements referred to in our
report, dated January 31, 1997, included in the Company's 1996 Annual Report to
Shareholders, we also audited the supporting schedule listed in Item 14(a)(2) of
this Annual Report on Form 10-K. In our opinion, the schedule, when considered
in relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.



                                             VIRCHOW, KRAUSE & COMPANY, LLP



January 31, 1997
Minneapolis, Minnesota



<TABLE>
<CAPTION>
                            PHOTO CONTROL CORPORATION
         SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES


COLUMN A                              COLUMN B                 COLUMN C               COLUMN D        COLUMN E
--------                              --------                 --------               --------        --------

                                                     ADDITIONS
                                                       CHARGED      ADDITIONS
                                       BALANCE       (CREDITED)      CHARGED
                                         AT           TO COSTS       TO OTHER                          BALANCE
                                      BEGINNING         AND          ACCOUNTS       DEDUCTIONS         AT END
DESCRIPTION                            OF YEAR        EXPENSES       DESCRIBE        DESCRIBE          OF YEAR
-----------                           ---------      ----------     ---------       ----------         -------
<S>                                  <C>             <C>           <C>             <C>                <C>     
YEAR ENDED DECEMBER 31, 1996

    Allowance for Doubtful
    Accounts                          $ 153,000       $  18,434     $  1,710(a)     $  (81,144)(b)    $  92,000
                                      =========       =========     ========        ==========        =========

YEAR ENDED DECEMBER 31, 1995

    Allowance for Doubtful
    Accounts                          $ 142,000       $  61,325     $    710(a)     $  (51,035)(b)    $ 153,000
                                      =========       =========     ========        ==========        =========

YEAR ENDED DECEMBER 31, 1994

    Allowance for Doubtful
    Accounts                          $  97,000       $  39,231     $  9,367(a)     $   (3,598)(b)    $ 142,000
                                      =========       =========     ========        ==========        =========
</TABLE>

(a)  Recoveries of amounts written off in prior years.

(b)  Uncollectible accounts written off.




                                   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.

                                         PHOTO CONTROL CORPORATION

Date: March 14, 1997                 By/s/ Leslie A.  Willig
                                     Leslie A.  Willig, Chairman
                                     of the Board of Directors, Chief Executive
Officer and President

         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 and in the capacities and on the dates indicated.

Date: March 14, 1997                 /s/ Leslie A. Willig
                                     Leslie A. Willig, Chief Executive Officer,
                                     President and Director (principal
                                     executive officer)


Date: March 14, 1997                 /s/ Curtis R. Jackels
                                     Curtis R. Jackels, Vice President
                                     and Treasurer (principal financial and
                                     principal accounting officer)


Date: March 14, 1997                 /s/ George A. Kiproff
                                     George A. Kiproff, Director


Date: March 14, 1997                 /s/ James R. Loomis
                                     James R. Loomis, Director


Date: March 14, 1997                 /s/ William L. Norman
                                     William L. Norman, Director


Date: March 14, 1997                 /s/ Thomas J. Cassady
                                     Thomas J. Cassady, Director


Date: March 14, 1997                 /s/ Joe M. Kilgore
                                     Joe M. Kilgore, director




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
-------------------------------------------------------------------------------

                            PHOTO CONTROL CORPORATION

                           COMMISSION FILE NO.: 0-7475
-------------------------------------------------------------------------------

                            E X H I B I T  I N D E X
                                       FOR
                   FORM 10-K FOR YEAR ENDED DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                                         Page Number
                                                                         in Sequential
                                                                         Numbering
                                                                         of all Form
                                                                         10-K and
                                                                         Exhibit Pages
                                                                         -------------
EXHIBIT
-------
<S>         <C>                                                               <C>
3.1          Registrant's Restated Articles of Incorporation, as
             amended-incorporated by reference to Exhibit 3.1 to
             the Registrant's Annual Report on Form 10-K for the
             fiscal year ended June 30, 1988                                   *

3.2          Registrant's bylaws as amended-incorporated by
             reference to Exhibit 3.2 to the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended June 30, 1989                                               *

4.1          Loan Agreement between Industrial Development Authority
             of the County of Los Angeles and Norman Enterprises, Inc.,
             dated as of December 1, 1983-incorporated by
             reference to Exhibit 4.3 to the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended June 30, 1989                                               *

4.2          Trust Deed among Industrial Development Authority of the
             County of Los Angeles, Norman Enterprises, Inc. and First
             National Bank of Minneapolis, dated as of December 1,
             1983-incorporated by reference to Exhibit 4.4 to the
             Registrant's Annual Report on Form 10-K for the fiscal year
             ended June 30, 1989                                               *

4.3          Guaranty Agreement from Photo Control Corporation
             as Guarantor to First National Bank of Minneapolis,
             dated December 1, 1983-incorporated by
             reference to Exhibit 4.5 to the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended June 30, 1989                                               *

4.4          Supplemental Agreement between Photo Control
             Corporation and First National Bank of Minneapolis,
             dated as of December 29, 1983-incorporated by
             reference to Exhibit 4.6 to the Registrant's
             Annual Report on Form 10-K for the fiscal year
             ended June 30, 1989                                               *

10.1         Executive Salary Continuation Plan adopted August 9, 1985
             together with Exhibits - incorporated by reference to
             Exhibit 10.4  to the Registrant's Annual Report on Form 10-K      *
             for the year ended June 30, 1986                                 **

10.2         The Registrant's 1983 Stock Option Plan - incorporated by
             reference to Exhibit 10.4 to the Registrant's
             Annual Report on Form 10-K for the fiscal year                    *
             ended June 30, 1989                                              **

10.3         Form of Stock Option Agreement under the Registrant's
             1983 Stock Option Plan - incorporated by reference to
             Exhibit 5 to the Registrant's Registration Statement on           *
             Form S-8, Reg.  No.  2-85849                                     **

10.4         Cash bonus plan for officers - incorporated by reference
             to the description of such plan contained in the Registrant's
             definitive Proxy Statement for its 1996 Annual Meeting of         *
             Shareholders                                                     **

10.5         Amendment to Stock Option Plan August 29, 1994 - incorporated
             by reference to Exhibit 10.5 to the Registrant's Annual Report
             on Form 10-K for the fiscal year ended December 31, 1994          *

10.6         Amendment to Stock Option Plan, February 23, 1996-incorporated   **
             by reference to Exhibit 10.6 to the Registrant's annual report
             on form 10-K for the fiscal year ended December 31, 1995.
</TABLE>

--------------------------------
*Incorporated by reference

** Indicates management contracts or compensation plans or arrangements required
to be filed as exhibits.

                                                                   Page Number
                                                                   in Sequential
                                                                   Numbering
                                                                   of all Form
                                                                   10-K and
                                                                   Exhibit Pages
                                                                   -------------
EXHIBIT
-------

11           Statement re computation of per share earnings                   16

13           Report to Shareholders for the year
             ended December 31, 1996                                    17 to 32

21           Subsidiaries of the Registrant                                   32

23           Consent of Independent Auditors                                  33

25           Power of Attorney from Messrs. Willig, Jackels, Kiproff,
             Kilgore, Loomis, Norman and Cassady                              34

27           Financial Data Schedule                                          35