<PAGE>
                  SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              FORM 10-K
                     FOR ANNUAL AND TRANSITION REPORTS
                 PURSUANT TO SECTIONS 13 OR 15 (d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

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

                For the fiscal year ended July 31, 1998
                     Commission File Number 1-683

                          MULTIGRAPHICS, INC.
        (Exact Name of Registrant as Specified in Its Charter)
     DELAWARE                           34-0054940
       (State of Incorporation) (I.R.S. Employer Identification No.)
     431 Lakeview Court
     Mt. Prospect, Illinois                               60056
     (Address of Principal Executive Offices)          (Zip Code)

   Registrant's telephone number, including area code:  (847) 375-1700

   Securities registered pursuant to Section 12(b) of the Act:
                                             Name of each exchange on
   Title of each class                          which registered

   Common Stock, $0.025 par value            American Stock Exchange

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

              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 as of October 21, 1998:

   Common Stock, $0.025 par value:                    $8.0 million

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

                            Yes   X      No
 <PAGE>

              Indicate   the  number  of   shares  outstanding  of   the
   Registrant's classes of common stock as of October 21, 1998:

              2,828,960  shares of Registrant's common stock, par  value
   $0.025 per share.

   DOCUMENTS INCORPORATED BY REFERENCE

   Portions of Registrant's Annual Report to Stockholders for the fiscal
   year ended July 31, 1998 (the "1998 Annual Report") are  incorporated
   by reference into Parts  I, II and  IV of this  report.  Portions  of
   Registrant's  definitive  proxy  statement  for  Registrant's  Annual
   Meeting of Stockholders  to be held  on December  3, 1998 (the  "1998
   Proxy Statement") are incorporated by reference into Part III.

                                  PART I

   ITEM 1. BUSINESS

   (a)  General Development of Business and Recent Events.

        1.  Introduction.

            Multigraphics, Inc. is  incorporated in Delaware.   As  used
   herein, "Registrant" or the "Company" means Multigraphics, Inc.,  and
   its subsidiaries, unless the context indicates the contrary.

            Registrant  is  a  distributor  of  an  extensive  range  of
   equipment and supplies  and a service  provider to  the U.S.  graphic
   arts industry.    Registrant  has completed  its  transition  from  a
   manufacturer of  offset  duplicating  machines  to  focus  solely  on
   distribution of equipment and supplies  and providing service to  the
   graphic arts industry.  The Registrant sells a variety of  equipment,
   systems  and  supplies  under  the  Multigraphics  brand  name   and
   increasingly   is   selling   products   carrying   the    applicable
   manufacturers' brand names.

            Since  December of  1997,  the  Company  has  acquired  four
   regional graphic arts dealers  as part of  its strategy of  expanding
   its target  customer base  in the  in-plant and  smaller to  mid-size
   commercial printing market segments.  The acquisitions have broadened
   the Company's product-line, service capabilities and opportunities.

            In  the last  thirty-six  months,  as  previously  reported,
   Registrant has divested its Sheridan  Systems and AM Multigraphics  -
   International business  segments.    On  May 28,  1997,  Registrant's
   stockholders  approved   a  change   in  corporate   name  from   "AM
   International, Inc."  to "Multigraphics,  Inc." to  reflect the  name
   known to customers of  Registrant's sole remaining business  segment,
   and to reflect the fact that the Company has exited its international
   operations.

            On August  27, 1996,  Registrant sold  substantially all  of
   the assets  and  liabilities  of the  Sheridan  Systems  division,  a
   leading supplier of systems and components  to both the printing  and
   newspaper publishing industries,  to Heidelberger Druckmaschinen  AG.
   The sale included substantially all of the assets and liabilities  of
   Registrant's AM Graphics International Limited subsidiary in  Slough,
   England.
 <PAGE>

            The disposition  of  the AM  Multigraphics  -  International
   business segment took  place in  stages, as  Registrant divested  its
   unprofitable foreign subsidiaries as well as  its 67% interest in  AM
   Japan Co., Ltd.  In February, 1996, Registrant's AM International  UK
   Limited  subsidiary  in  England   entered  into  an   Administration
   Proceeding, which resulted in  the sale of  certain portions of  that
   business.  In  March, 1996, Registrant  sold its Netherlands  holding
   company, including its  subsidiaries in the  Netherlands, France  and
   Belgium, to  a local  management buyout  team.   In September,  1996,
   Registrant sold its interest  in AM Japan Co.,  Ltd., and on  October
   17,  1996,  Registrant's  Canadian  subsidiary  initiated  bankruptcy
   proceedings.

            All financial information has  been restated to reflect  the
   Sheridan Systems and the AM Multigraphics - International  operations
   as discontinued operations.

        2.  Bankruptcy Proceedings.

            On   May  17,   1993,   Registrant   and   its   subsidiary,
   Addressograph-Multigraph Corporation  ("AMC"), filed  for  protection
   under Chapter 11 of the United States Bankruptcy Code, in The  United
   States Bankruptcy Court for the District of Delaware (the "Bankruptcy
   Court")  case  numbers   93-582  through   93-583  (the   "Bankruptcy
   Proceedings").  Registrant also filed on that date a proposed Plan of
   Reorganization.   The  Chapter  11  filing  related  to  Registrant's
   domestic operations and did not include its foreign subsidiaries.

            On August 26,  1993, a hearing  was held  by the  Bankruptcy
   Court  to  consider  approval  of   a  Disclosure  Statement  to   be
   distributed to creditors and stockholders of Registrant.  After  that
   hearing, and by Order of the Bankruptcy Court dated August 26,  1993,
   the Second Amended Disclosure Statement (hereinafter the  "Disclosure
   Statement") was approved.  Further  information on the First  Amended
   Plan of Reorganization as amended by  Amendment No. 1 thereto (as  so
   amended the  "Reorganization  Plan")  and  the  disclosures  made  in
   connection therewith, is  available in the  Disclosure Statement  and
   the Reorganization Plan incorporated herein by reference to  Exhibits
   28 and 10(A), respectively,  to the Company's  Annual Report on  Form
   10-K for the fiscal year ended July 31, 1993, File No. 1-683.

        3.  Events Leading to Bankruptcy Proceedings.

            Reference  is  made  to  Section  D  of  Part  III  of   the
   Disclosure  Statement  (pages  22  to  29),  incorporated  herein  by
   reference to Exhibit 28 to the  Company's Annual Report on Form  10-K
   for the  fiscal  year  ended  July 31,  1993,  File  No.  1-683,  for
   information on the general development of the business of  Registrant
   and events which led to commencement of the Bankruptcy Proceedings on
   May 17, 1993.

        4.  Corporate Structure of Registrant.
 <PAGE>
            Registrant,    Multigraphics,    Inc.,    was     originally
   incorporated  in  Delaware  in   1924  as  Addressograph   Securities
   Corporation.  Registrant has had several  name changes, one of  which
   was Addressograph-Multigraph Corporation for  the period May 6,  1931
   to January 2, 1979.  As noted above, Registrant changed its name from
   "AM International, Inc."  to "Multigraphics, Inc."  on May 28,  1997.
   Registrant has one active subsidiary, Publishing Solutions Inc.

   (b)  Financial Information About Industry Segments.

            The  information  in  the  section  entitled   "Management's
   Discussion  and  Analysis  of  Financial  Condition  and  Results  of
   Operations" and in Note  13 to the  "Notes to Consolidated  Financial
   Statements"  under   the  section   entitled  "Geographic   Segments"
   contained in  the  1998  Annual Report  are  incorporated  herein  by
   reference.

   (c) Narrative Description of Business.

            Registrant is a distributor of equipment and supplies and  a
   service provider to  the graphic arts  industry, and  has exited  the
   engineering and  manufacturing of  offset duplicating  equipment  and
   supplies to focus exclusively  on one business segment,  distributing
   equipment and supplies, and providing parts and service, to in-plant,
   franchise, and commercial printers.  The Registrant's strategy is  to
   achieve growth  within  the  graphic arts  market  by  expanding  its
   product offerings, enhancing its digital support capabilities, taking
   advantage of its unique national service capabilities and  increasing
   market penetration and coverage through a program of acquisitions  of
   regional dealers that compete in the fragmented graphic arts market.

            Since December 1997, Registrant  has acquired four  regional
   graphic arts dealers which  serve the same  general customer base  as
   the Registrant.  In December,  Registrant acquired certain assets  of
   Hanley Graphic Products Company, a  graphic arts dealer operating  in
   northern Illinois  with annual  revenues of  over  $18 million.    In
   December, Registrant also acquired the stock of Publishing  Solutions
   Inc., a  privately held  Akron, Ohio  based systems  integrator  with
   annual revenues  of approximately  $9 million.    In June  1998,  the
   Company  acquired  certain  assets   of  Chicago  based   Progressive
   Lithoplate  and  Supply  Company,   which  had  annual  revenues   of
   approximately $5 million.  In September of 1998, the Company acquired
   certain assets  of Texas  PrePress Systems,  Inc., an  Austin,  Texas
   based prepress systems integrator  with revenues of approximately  $2
   million.

            The  acquisitions  complement   the  Registrant's   internal
   efforts to expand its product  offerings, and bring enhanced  digital
   sales and support capabilities, as well as an expanded customer  base
   in the  Registrant's  key markets.    In addition,  the  Company  has
   undertaken a marketing program focusing on obtaining national service
   accounts with  manufacturers and national retail outlets.
<PAGE>
            In  the  last  three  years,  Registrant  has  divested  its
   Sheridan Systems and AM Multigraphics - International business  units
   in previously reported transactions.  In December of 1996, Registrant
   and Xeikon, N.V. entered into  an agreement, as previously  reported,
   pursuant to which the  parties agreed not  to renew the  distribution
   agreement under which the Registrant distributed and serviced  Xeikon
   digital color presses in North America.

            Registrant currently has approximately 670 employees in  the
   United States and is headquartered in Mount Prospect, Illinois where,
   historically, it  has manufactured  and distributed  a broad  product
   line of equipment and supplies and provided services for the graphic
   arts industry through its own direct sales and service organizations.
   The Company's  products  traditionally  have  included  small  offset
   printing equipment, automated copy/duplicating systems, pre and  post
   press products and supplies.

            Presently, the  Company  has  completed its  exit  from  the
   engineering and  manufacturing  of offset  duplicating  equipment  to
   focus  entirely  on  distribution  of  equipment  and  supplies   and
   providing services  to  the  graphic  arts  industry.    The  Company
   primarily  serves  in-plant  printers  and  small  to  medium   sized
   commercial printers.   Declining market demand  for the  Registrant's
   traditional offset duplicator products, due to inroads by alternative
   technologies,  resulted  in  the  re-evaluation  of  its  traditional
   strategy and the  decision to exit  manufacturing.   The Company  has
   licensed the rights to manufacture  certain of its offset  duplicator
   products, and  therefore has  available to  it  and its  customers  a
   continuing supply of offset duplicator products.
<PAGE>
            The Company's supplies  and equipment  offerings consist  of
   consumable products used in the production of printed materials  such
   as films, inks, plates, rubber rollers, cleaning solutions and cotton
   pads, as well  as equipment  products such  as digital  imagesetters,
   platesetters, presses, folders  and cutters.   The Registrant  tracks
   various categories of these products, none of which accounts for more
   than 10% of its revenues.

            The Company's service  and parts  offerings include  service
   on over 250 models  of printing equipment  installed in in-plant  and
   small to  medium  sized  commercial  print  shops,  governmental  and
   educational institutions, as  well as national  retail outlets.   The
   Company  has  342   service  representatives,   and  offers   service
   capabilities in all 50 states.

            The following table sets forth the breakdown of revenues
   among machines, supplies and services in the United States, Canada
   and Japan for fiscal 1998, 1997 and 1996:
<TABLE>
                          1998           1997           1996
   <S>                 <C>            <C>           <C>
   UNITED STATES
        Machines       $12,989        $ 9,407       $ 39,598
        Supplies        41,189         34,440         40,921
        Services        41,073         42,618         47,511
                        95,251         86,465        128,030

   CANADA
        Machines             -            220          4,352
        Supplies             -            363          2,312
        Services             -            462          3,287
                             -          1,045          9,951
   JAPAN
        Machines             -            292         13,574
        Supplies             -            552         11,361
        Services             -            307          5,136
                             -          1,151         30,071
   TOTAL               $95,251        $88,661       $168,052
</TABLE>

            Registrant also distributes  products through  approximately
   51 independent dealers selling in approximately 46 countries.

            The  principal   distribution  and   service  customers   of
   Registrant include in-plant print  shops, franchised and  independent
   quick print  shops, small  to medium  sized commercial  printers  and
   governmental and educational institutions, and its service  customers
   also include manufacturers and national retail accounts.   Registrant
   has approximately 20,000  customers.  No  customer accounts for  more
   than 10% of Registrant's revenues.

   5.  Competition and Competitive Conditions.
<PAGE>
            The Company  operates  in  a highly  competitive  market  in
   which  price,  delivery  and   customer  service  are  key   factors.
   Historically, the Registrant developed its customer base of in-plant,
   quick print  and  small  to  medium  size  commercial  printers,  and
   governmental and  educational institutions  through the  sale of  its
   proprietary small offset duplicator presses.  Because the market  for
   such presses  is  mature  and  continues  to  face  competition  from
   alternative  technologies,  the  Company  has  had  to  refocus   its
   marketing  approach  to  emphasize   its  distribution  and   service
   capabilities in continuing to serve its market segments.

            As described above, the Company has completed its exit  from
   the manufacture  of  offset  duplicators  and  has  divested  certain
   unprofitable businesses  and product  lines.   These  cost  reduction
   efforts have contributed  to the Company's  return to  profitability,
   and the Company has developed strategies for achieving growth in  its
   traditional markets by expanding its product offerings, enhancing its
   digital support capabilities, taking advantage of its unique national
   service organization, and  by acquiring regional  dealers that  serve
   the same general customer base.   The Company has initiated  internal
   sales and marketing  programs which have  offset the  decline in  its
   supplies distribution  operations,  and has  recently  acquired  four
   regional  dealers   to   expand  its   product   offerings,   digital
   capabilities and customer base.   The Company  has also undertaken  a
   marketing program to  reverse the  long-term decline  in its  service
   operations by  focusing  on  manufacturers,  franchise  accounts  and
   national   retail   operations   which   prefer   national    service
   capabilities.

            Gross margins have decreased as  the Company has ceased  its
   manufacturing operations  and  switched  to  product  lines  obtained
   through distribution agreements, joint ventures and affiliations with
   third parties, and  acquisitions.  To  offset the  lower margins  the
   Company has invested in information systems and has undertaken  other
   reorganization measures to  increase efficiency  and lower  expenses.
   These  cost  reduction  efforts  continue.    The  Company  has  also
   undertaken  marketing  efforts  to  increase  both  its  distribution
   customer base and its higher margin service revenues.


            The  competitive  market  is  also  one  of  heavy  regional
   competition, with hundreds of regional  dealers.  A consolidation  of
   dealers, distributors  and suppliers  is  occurring, resulting  in  a
   consolidation of  buying power  and distribution  cost  efficiencies.
   The Registrant's  investments  in information  systems,  distribution
   outlets and other capabilities, its  marketing efforts to expand  its
   business opportunities with existing customers, its leveraging of its
   national service capabilities, and the addition of new customers  and
   capabilities through  acquisitions,  are  intended  to  increase  the
   Company's profitability  by  increasing  revenues  without  incurring
   proportionate increases in expense levels.  Registrant believes  that
   its renewed focus on its traditional customer base, the expansion  of
   its product lines,  and   its strategy  to make  acquisitions in  the
   graphic arts industry provide a sound basis for continued growth.

        6.  Cyclical Nature of Business and Liquidity.
<PAGE>
            The revenues of Registrant are dependent upon trends in  the
   printing industry,  which are  a function  of (among  other  factors)
   overall economic factors and advertising expenditures.   Registrant's
   backlog is less  than 5%  of annual revenues  and is  not a  material
   factor in  the conduct  of the  business.   Registrant believes  that
   substantially all of  this backlog will  be shipped  during the  1999
   fiscal year.

        7.  Research and Development; Patents and Trademarks.

            Although   Registrant   actively    seeks   new    marketing
   opportunities, Registrant's  research,  development  and  engineering
   expenditures  ceased  when  the   Company  exited  manufacturing   of
   products.

            Registrant owns  or is  licensed under  various patents  and
   trademarks.  Registrant does not believe that its business as a whole
   is materially dependent on  any one patent or  trademark or group  of
   patents or trademarks.

   ITEM 2.  PROPERTIES

            Registrant's principal executive offices are located in  Mt.
   Prospect, Illinois.  Registrant moved its corporate headquarters from
   Rosemont, Illinois to  its current headquarters  in September,  1996,
   following the disposition of Registrant's Sheridan Systems division.

            In 1994  and 1995,  Registrant undertook  the relocation  of
   its  AM  Multigraphics  operations  from  its  700,000  square   foot
   manufacturing and office facility in Mt. Prospect to newer, more cost
   efficient facilities.   The project consisted  of three  parts:   (1)
   relocation of the business offices to  a 64,400 square foot  facility
   in Mt.  Prospect; (2)  relocation of  the  distribution center  to  a
   79,700  square foot complex in nearby Arlington Heights, Illinois  to
   enhance the Registrant's distribution capabilities; and, (3) the sale
   of its former Mount  Prospect, Illinois facility.   The Mt.  Prospect
   and Arlington Heights facilities  are leased until  2005 and are  the
   Registrant's principal facilities.


            Registrant leases  16  additional  distribution,  sales  and
   service facilities  throughout the  United States  with total  square
   footage of  94,600.   Registrant  believes  that the  properties  and
   equipment included  therein are  well maintained,  in good  operating
   condition and adequate for the current needs of its operations.

   ITEM 3.   LEGAL PROCEEDINGS
<PAGE>
             Reference is made to Item 1,  Section (a) Paragraph 2,  for
   information on Registrant's Bankruptcy Proceedings.  The commencement
   of the  Bankruptcy  Proceedings  resulted in  an  automatic  stay  of
   certain litigation against Registrant pursuant to Section 362 of  the
   Bankruptcy Code  as  of  May  17,  1993.    Therefore,  with  certain
   exceptions, all legal  proceedings against Registrant  pending as  of
   May 17,  1993,  will  be resolved  through  the  bankruptcy  process.
   Although the  vast majority  of the  claims filed  in the  Bankruptcy
   Proceedings have  been  expunged  or resolved  within  the  Company's
   reserves, a few  significant disputed  claims remain  pending in  the
   Bankruptcy Proceeding.  Registrant  believes the resolution of  these
   legal proceedings and claims will not have a material adverse  effect
   on the business or the financial position of Registrant.

             Registrant  has  been  notified  of  various  environmental
   matters in connection  with certain  current or  former locations  in
   Illinois, Indiana, Ohio, Pennsylvania, and Rhode Island.   Registrant
   believes that the legal liability relating  to such matters, if  any,
   will either be resolved consensually between Registrant and  relevant
   governmental authorities or will be subject to resolution through the
   bankruptcy  process  as  with  other  disputed  claims.    Registrant
   believes the resolution  of these matters  will not  have a  material
   adverse  effect  on  the  business  or  the  financial  position   of
   Registrant.

             Registrant is involved in various other administrative  and
   legal proceedings  incidental  to  its  business,  including  product
   liability and general liability lawsuits against which Registrant  is
   partially insured.  The resolution of these other proceedings is  not
   expected to have  a material adverse  effect on the  business or  the
   financial position of Registrant.

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

             None.

   ITEM 4(A).     EXECUTIVE OFFICERS OF THE REGISTRANT

             The following  is a  list  of the  names  and ages,  as  of
   October 21, 1998, of all of the executive officers of Registrant  and
   all positions and offices of Registrant held by each person and  each
   such person's occupation or  employment on such  date and during  the
   preceding five years.   All such persons have  been elected to  serve
   until their successors are elected or until their earlier resignation
   or retirement.
<PAGE>
                                    Positions and Offices Held and
                                    Principal Occupations or Employment

   Name                    Age      During the Past Five Years

   Thomas D. Rooney        51       President and Chief Executive 
                                    Officer of the Company since May 
                                    28, 1997.  Prior to that date,
                                    Mr. Rooney served as President of 
                                    the AM Multigraphics business unit 
                                    since August of 1996, and also held
                                    the positions of Vice President of
                                    Registrant since February 1986, 
                                    Chief Financial Officer since 
                                    August 1993, and Controller and 
                                    Chief Accounting Officer of 
                                    Registrant from September 1989 to 
                                    August 1993.  From 1986 to 1989,
                                    Mr. Rooney was President of 
                                    Registrant's former AM Bruning 
                                    division, a manufacturer and 
                                    distributor of equipment, supplies 
                                    and services for the engineering 
                                    graphics market.

   Steven R. Andrews       45       Vice President, General Counsel  and
                                    Secretary of  Registrant since  June
                                    1994.     Mr.   Andrews   was   Vice
                                    President,   General   Counsel   and
                                    Secretary  of  Amana  Refrigeration,
                                    Inc.,   a  manufacturer   of   major
                                    household appliances, from  February
                                    1993 to June 1994 and Senior  Deputy
                                    General Counsel  of Registrant  from
                                    January  1992   to  February   1993.
                                    From 1988  to 1991  Mr. Andrews  was
                                    Associate   General   Counsel    and
                                    Assistant   Secretary    of    Tonka
                                    Corporation,    an     international
                                    manufacturer  and marketer  of  toys
                                    and games.
                                    

                                    Positions and Offices Held and 
                                    Principal Occupations or Employment
<PAGE>
   Name                    Age      During the Past Five Years

   Mark F. Duchesne        41       Vice President, Distribution 
                                    Operations since May 27, 1997.   Mr.
                                    Duchesne joined Multigraphics in 
                                    January, 1995 as Vice President of 
                                    Marketing and Business Development 
                                    and was assigned the  responsibility
                                    for distribution operations in 
                                    January, 1996.  From January, 1994 
                                    to January, 1995 he served as Vice 
                                    President of Engineering and 
                                    Customer Service for Sheridan 
                                    Systems, Dayton, Ohio, formerly a 
                                    sister company of Multigraphics 
                                    serving the high end newspaper and 
                                    publications market.  From 1987 to 
                                    1994 Mr. Duchesne served as 
                                    Director of Engineering and 
                                    Customer Satisfaction for the 
                                    Advanced Imaging Products Business 
                                    Unit of AM Graphics in Dayton, OH.

   Donald W. Hanigan       60       Vice  President  of  Registrant  and
                                    President, Hanley  Graphic  Products
                                    Division  since  December 11,  1997.
                                    Prior to that,  Mr. Hanigan was  CEO
                                    and  President  of  Hanley   Graphic
                                    Products Company,  a privately  held
                                    graphic   arts   dealer   based   in
                                    Itasca, Illinois.

   Gregory T. Knipp        43       Vice President  and Chief  Financial
                                    Officer since  May  27, 1997.    Mr.
                                    Knipp  was Treasurer  of  Registrant
                                    from September,  1995 to May,  1997.
                                    From 1987  to 1994,  Mr. Knipp  held
                                    several treasury-related  management
                                    positions of  Registrant,  including
                                    that  of  Assistant  Treasurer  from
                                    1994 to  1995.  From  1981 to  1987,
                                    Mr. Knipp  was the  Cash Manager  of
                                    Woodland  Services Co.,  a  spin-off
                                    company  of  Masonite   Corporation.
                                    Prior  to 1981,  Mr.  Knipp  was  an
                                    auditor with  Peat Marwick  Mitchell
                                    & Co.

   Raymond T. Leach        32       Vice President since December 18, 
                                    1997 and President, Publishing 
                                    Solutions Inc. since July, 1988, 
                                    when Mr. Leach and Mr. Stewart 
                                    founded Publishing Solutions.  Mr. 
                                    Leach is primarily responsible for 
                                    Publishing Solutions' national 
                                    electronic sales and product 
                                    research.
  <PAGE>

                                    Positions and Offices Held and
                                    Principal Occupations or Employment
   Name                    Age      During the Past Five Years

   Charles T. Richards     54       Vice President, Service Operations 
                                    since May 27, 1997.  Mr. Richards 
                                    served as Vice President of 
                                    Manufacturing from September 1994 
                                    to April 1996, and then as Vice 
                                    President, Service Business until 
                                    May, 1997.  Prior to 1994, Mr. 
                                    Richards held a number of  technical
                                    and commercial positions with the 
                                    Company.  He joined the Company in 
                                    1960.

   Keith E. Stewart        32       Vice President since December 18, 
                                    1997 and CEO, Publishing Solutions 
                                    Inc. since July 1988, when 
                                    Mr. Stewart and Mr. Leach founded
                                    Publishing Solutions.  Mr. Stewart 
                                    is primarily responsible for 
                                    management of Publishing  Solutions'
                                    general operations and its national
                                    electronic services.
    
                                PART II

   ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY  AND RELATED
             STOCKHOLDER MATTERS

        (a)   Market and Other Information.

             At the Annual Meeting of Stockholders held on May 28, 1997,
   Registrant's  stockholders  approved  an  amendment  to  the   Second
   Restated Certificate  of  Incorporation to  change  the  Registrant's
   corporate name and to reduce the  authorized number of shares of  all
   classes of  capital stock  the Company  shall have  the authority  to
   issue from fifty million (50,000,000) to ten million (10,000,000), of
   which five  hundred thousand  (500,000) may  be issued  as  preferred
   shares.  Registrant's stockholders also approved an amendment to  the
   Second Restated Certificate  of Incorporation to  effect a 1 for 2 1/2
   share reverse stock split (the "Reverse  Stock Split") of the  issued
   and outstanding  shares of  the Registrant's  Common Stock,  with  an
   increase of the par value from $0.01 per share to $0.025 per share.

             Following  the  Reverse  Stock  Split  and  the  change  in
   Registrant's corporate name,  Registrant's new  Common Stock,  $0.025
   par value, commenced trading  on the American  Stock Exchange on  May
   29, 1997 under the ticker symbol "MTI."
<PAGE>

             Registrant's  Plan  of  Reorganization  provided  for   the
   amendment   and   restatement   of   Registrant's   Certificate    of
   Incorporation and  Bylaws.   The new  charter authorized  50  million
   shares of stock of which 40 million shares were reserved for issuance
   as new Common Stock and 10 million shares were reserved for  issuance
   as new Preferred Stock.  On the Effective Date of the Plan, the Board
   of Directors  authorized the  issuance of  7  million shares  of  new
   Common Stock, $0.01 par value, to holders of claims and interests  as
   described in Note 4 of  "Notes to Consolidated Financial  Statements"
   contained in  the  1997  Annual Report  and  incorporated  herein  by
   reference.  On the Effective  Date, Registrant also issued  1,095,000
   new Warrants to Purchase Common Stock at an exercise price of  $18.00
   per share which expired  on October 15, 1996,  and are of no  further
   effect.

             At the Annual Meeting of  Stockholders held on December  8,
   1994, Registrant's stockholders approved the 1994 Long-Term Incentive
   Plan (the "Plan").  In conjunction therewith, an additional aggregate
   of 1,400,000 Common Stock shares were made available pursuant to  and
   in accordance with the terms of  the Plan, subject to adjustments  as
   provided in Section 6.7 of the Plan.  The shares available under  the
   Plan, as well as all awards thereunder, have been adjusted to 560,000
   common shares to reflect  the 1 for 2-1/2  share Reverse Stock  Split
   effected on May 28, 1997.

             On October 20,  1998, the Registrant's  Board of  Directors
   adopted the  1998  Stock  Incentive  Plan  for  Directors,  which  is
   intended to align the interests of the Registrant's stockholders  and
   non-employee directors  by increasing  the proprietary  interests  of
   non-employee directors in the Registrant's growth and success, and to
   enable the Company to attract and  retain non-employee directors.   A
   total of 140,000 Common Stock shares are available under the plan for
   option grants and  other stock incentives  for the Registrant's  non-
   employee directors.

             For information regarding  quarterly stock  prices for  the
   Common Stock, see  Note 14 to  the "Notes  to Consolidated  Financial
   Statements" in Registrant's 1998  Annual Report, incorporated  herein
   by reference.

        (b)  Holders.

             As of  October 21, 1998, Registrant had approximately  1000
   stockholders of record.

        (c)  Dividends.

             On May  27, 1997,  Registrant paid  a special  dividend  of
   $2.00 per share to holders of record as of   May 13, 1997.  Prior  to
   that time, Registrant had not paid cash dividends on its Common Stock
   since August  15,  1981.   Registrant's  current  Loan  and  Security
   Agreement restricts the  payment of  dividends.   See Note  3 to  the
   "Notes to  Consolidated Financial  Statements" in  Registrant's  1998
   Annual Report, incorporated herein by reference.

   ITEM 6.   SELECTED FINANCIAL DATA
<PAGE>

             The  information  in  the   section  entitled  "Five   Year
   Financial  Summary"   contained  in   the  1998   Annual  Report   is
   incorporated herein by reference.

   ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

             The   information   in   the   section   entitled
   "Management's Discussion  and  Analysis of  Financial  Condition  and
   Results of  Operations" of  the 1998  Annual Report  is  incorporated
   herein by reference.

   ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

             The "Consolidated Financial Statements", including the Notes
   thereto and the Report of Arthur Andersen LLP, included in the 1998
   Annual Report are incorporated herein by reference.

   ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
             AND FINANCIAL DISCLOSURE

             None.
                                 PART III

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

             See the information  with respect to  the Directors of  the
   Registrant which is set  forth in the  section entitled "Election  of
   Directors" of the 1998  Proxy Statement.   Except for the  paragraphs
   relating  to  the   remuneration  of  directors,   this  section   is
   incorporated herein by reference.

             For information regarding Executive Officers of Registrant,
   see Item  4(A)  of  this  Report  which  is  incorporated  herein  by
   reference.


   ITEM 11.  EXECUTIVE COMPENSATION

             See the  information set  forth  in the  sections  entitled
   "Remuneration of Directors" and "Executive Compensation" in the  1998
   Proxy Statement which is incorporated herein by reference.


   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT

             See the  information set  forth  in the  sections  entitled
   "Principal Stockholders"  and "Security  Ownership of  Directors  and
   Executive  Officers"   in  the   1998  Proxy   Statement,  which   is
   incorporated herein by reference.


   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

             See the section entitled "Compensation Committee Interlocks
   and Insider  Participation" in  the 1998  Proxy Statement,  which  is
   incorporated herein by reference.
<PAGE>

                                PART IV

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

   (1)      Financial Statements.

            The "Consolidated Financial Statements" including the  Notes
            thereto  and  the  Report  of  Arthur  Andersen  LLP   dated
            September 25, 1998  included in the  1998 Annual Report  are
            incorporated herein by reference.

   (2)      Financial Statement Schedule.

            The financial  statement  schedule listed  below  should  be
            read  in   conjunction   with   Registrant's   "Consolidated
            Financial Statements"  including the  Notes thereto
            incorporated herein  by reference  from  the 1998 Annual  Report.
            Schedules not  listed here  have been  omitted because  they
            are not applicable  or they are  immaterial or the required
            information  is  included   in  Registrant's "Consolidated
            Financial Statements" including the Notes thereto.

                                    Schedule                   Page
                                        No.                     No.

            Valuation and 
              Qualifying Accounts       II                        17



   (3)      Exhibits.

            Reference is made  to the separate  exhibit index  contained
   on page 19 hereof.

    (b)     Reports on Form 8-K

            None.
                              SIGNATURES

            Pursuant to the requirements of  Section 13 or 15(d) of  the
   Securities Exchange  Act of  1934, Registrant  has duly  caused  this
   report to be signed on its behalf by the undersigned, thereunto  duly
   authorized.

   Dated:  October 27, 1998

                                    MULTIGRAPHICS, INC.
                                         (Registrant)


                                    By  /s/Thomas D. Rooney
                                    Thomas D. Rooney, President and
                                    Chief Executive Officer
<PAGE>

            Pursuant to the requirements of the Securities Exchange  Act
   of 1934,  this report  has been  signed on  October 27,  1998 by  the
   following persons on behalf of the  Registrant and in the  capacities
   indicated.

                 Signature                           Title

   /s/Jeff M. Moore                        Chairman  of  the  Board
   Jeff Moore                              and Director


   /s/Thomas D. Rooney                     President,  Chief   Executive
   Thomas D. Rooney                        Officer and Director

   /s/Gregory T. Knipp                     Chief    Financial    Officer
   Gregory T. Knipp                        (principal accounting &
                                           financial officer)


   /s/Robert E. Anderson III               Director
   Robert E. Anderson III 

   /s/Jeffrey D. Benjamin                  Director
   Jeffrey D. Benjamin

   /s/Robert N. Dangremond                 Director
   Robert N. Dangremond

 <TABLE>

                                SCHEDULE II

                            MULTIGRAPHICS, INC.
                      VALUATION & QUALIFYING ACCOUNT
                  FOR THE THREE YEARS ENDED JULY 31, 1998
                          (Dollars in Thousands)

     
                                                   Accounts
                                                  Receivable
                                                   Reserves
   <S>                                            <C>
   Balance July 31, 1995                          $ 1,312
       Additions Charged to Cost & Expenses           193
       Reclassification to Assets Held for Sale      (171)
       Deductions from Reserve                       (512)
                                                 
   Balance July 31, 1996                              822
       Additions Charged to Cost & Expenses           150
       Deductions from Reserve                       (637)

  Balance July 31, 1997                               335
          Additions Charged to Cost & Expenses        175
          Deductions From Reserve                    (210)
                                   
   Balance July 31, 1998                          $   300
</TABLE>
<PAGE>

      REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULE
                                                   
   To Multigraphics, Inc.:

   We have  audited,  in  accordance with  generally  accepted  auditing
   standards,  the   consolidated  financial   statements  included   in
   Multigraphics, Inc.'s Annual Report  to Stockholders incorporated  by
   reference in this Form 10-K, and have issued our report thereon dated
   September 25, 1998.  Our audit was made for the purpose of forming an
   opinion on those statements taken as a whole.  The schedule listed in
   Part IV,  Item  14(a)(2)  is  the  responsibility  of  the  Company's
   management and is presented  for the purposes  of complying with  the
   Securities and Exchange  Commission's rules and  is not  part of  the
   basic financial statements.  This schedule has been subjected to  the
   auditing procedures  applied  in the  audit  of the  basic  financial
   statements and,  in  our  opinion,  fairly  states  in  all  material
   respects the financial data required to  be set forth therein in  re-
   lation to the basic financial statements taken as a whole.


   ARTHUR ANDERSEN LLP



   Chicago, Illinois,
   September 25, 1998




                               EXHIBIT INDEX
   No.      Description

   3        Certificate of Incorporation and By-laws
            (A)Second   Restated   Certificate   of   Incorporation   of
               Registrant.*
            (B)By-laws of Registrant effective as of October 13, 1993.*
            (C)Certificate   of  Amendment   to  the   Second   Restated
               Certificate of Incorporation of Registrant  (incorporated
               by reference  to Exhibit 3(B)  to Registrant's Report  on
               Form 10-Q filed with the Commission on May 3, 1997).
            (D)Amendment to  Bylaws Of  Registrant effective  as of  May
               27, 1997  (incorporated by reference  to Exhibit 3(D)  to
               Registrant's Form 10-K for the year ended July 31,  1997,
               filed with the Commission October 22, 1997).

   10       Material Contracts
            (A)AM  International,  Inc. 401(k)  Employees'  Savings  and
               Investment Plan, Amendment 1995-1.* **
            (B)Multigraphics,  Inc. Executive Incentive  Compensation
               Plan Fiscal Year 1999.**
            (C)AM  International, Inc.  Retirement  Accumulation  Plan.*
               **
<PAGE>
            (D)Letter   Agreement  dated   December  8,   1994   between
               Registrant  and   Steven  R.  Andrews  (incorporated   by
               reference  to Exhibit  10(B)  to Registrant's  Report  on
               Form  10-Q  filed  with  the  Commission  on  March   13,
               1995).**
            (E)Change-In-Control  and  Termination  Benefits  Agreements
               dated  July  7,  1995  between  Registrant  and   Messrs.
               Andrews and Rooney (incorporated by reference to  Exhibit
               10(H) to Registrant's Annual Report on Form 10-K for  the
               year ended  July 31, 1995, filed  with the Commission  on
               October 26, 1995.**
            (F)AM  International,  Inc. 1994  Long-Term  Incentive  Plan
               (incorporated   by   reference  to   Exhibit   10(A)   to
               Registrant's  Annual Report  on Form  10-K for  the  year
               ended  July  31,  1994,  filed  with  the  Commission  on
               October 27, 1994).**
            (G)Engagement  Letter   dated  January   27,  1994   between
               Registrant  and Jay  Alix &  Associates (incorporated  by
               reference to Exhibit 10(B) to Registrant's Annual  Report
               on Form  10-K for  the year  ended July  31, 1994,  filed
               with the Commission on October 27, 1994).**
            (H)AM  International,  Inc. 401(k)  Employees'  Savings  and
               Investment Plan  (Restated December  17, 1993,  effective
               January 1,  1989) (incorporated by  reference to  Exhibit
               10(F) to Registrant's Annual Report on Form 10-K for  the
               year ended  July 31, 1994, filed  with the Commission  on
               October 27, 1994).**
            (I)First  Amended   Plan  of   Reorganization,  as   amended
               September 29, 1993 (incorporated by reference to  Exhibit
               10(A) to Registrant's Annual Report on Form 10-K for  the
               year ended  July 31, 1993, filed  with the Commission  on
               October 29, 1993).*
            (J)Amendment   1991-1   to  the   AM   International,   Inc.
               Supplemental Executive  Retirement Plan (incorporated  by
               reference to Exhibit 10(M) to Registrant's Annual  Report
               on Form  10-K for  the year  ended July  31, 1991,  filed
               with the Commission on October 29, 1991).**
            (K)AM International, Inc. Supplemental Executive  Retirement
               Plan  (incorporated  by reference  to  Exhibit  10(N)  to
               Registrant's  Annual Report  on Form  10-K for  the  year
               ended  July  31,  1987,  filed  with  the  Commission  on
               October 28, 1987).**
            (L)Retirement   Plan    for   Outside   Directors   of    AM
               International,   Inc.  (incorporated   by  reference   to
               Exhibit 10(Q) to Registrant's Annual Report on Form  10-K
               for  the  year  ended  July  31,  1987,  filed  with  the
               Commission on October 28, 1987).**
            (M)Amendment to Retirement Plan for Outside Directors of  AM
               International,   Inc.  (incorporated   by  reference   to
               Exhibit 10(M) to Registrant's Annual Report on Form  10-K
               for  the  year  ended  July  31,  1988,  filed  with  the
               Commission on October 25, 1988).**
            (N)Letter  Agreement  dated as  of  March  3,  1997  between
               Registrant and Steven R. Andrews, filed as Exhibit  10(T)
               to Registrant's  Report on Form 10-K  for the year  ended
               July 31, 1997, filed  with the Commission on October  22,
               1997.**
<PAGE>
            (O)Letter Agreement dated April 10, 1997 between  Registrant
               and  Thomas  D.   Rooney,  filed  as  Exhibit  10(U)   to
               Registrant's  Report on  Form  10-K for  the  year  ended
               July 31, 1997, filed  with the Commission on October  22,
               1997.**
            (P)Letter   Agreement  dated   October  29,   1996   between
               Registrant  and   Thomas  D.   Rooney  (incorporated   by
               reference to Exhibit 10.1 of Registrant's Report on  Form
               10-Q filed with the Commission on December 17, 1996).**
            (Q)Amended and  Restated Loan and  Security Agreement  dated
               as of  February 19, 1998  between Registrant,  Publishing
               Solutions   Inc.   and   Foothill   Capital   Corporation
               (incorporated   by  reference   to  Exhibit   10(.1)   to
               Registrant's  Report   on  Form  10-Q   filed  with   the
               Commission on March 17, 1998).
            (R)Amendment to Registrant's  1994 Long Term Incentive  Plan
               dated May 1,  1997 (incorporated by reference to  Exhibit
               10(X) to Registrant's Report Form 10K for the year  ended
               July 31,  1997 field with the  commission on October  22,
               1997).**
            (S)Employment Agreements  between Registrant  and Donald  W.
               Hanigan,  Keith   E.  Stewart  and   Raymond  T.   Leach,
               respectively (incorporated  by reference to Exhibit  10.2
               to  Registrant's  Report on  Form  10-Q  filed  with  the
               commission on March 17, 1998).**
            (T)First Amendment  to Amended and  Restated Loan  Agreement
               between Registrant,  Publishing Solutions  Inc. and Foothill
               Capital Corporation dated as of July 30, 1998.

   13       Annual Report to Stockholders for the year ended July 31, 
            1998.

   23       Consent of Arthur Andersen LLP

   24       Powers of Attorney

   99       Additional exhibits
               Second  Amended  Disclosure Statement  dated  August  26,
               1993 (incorporated  by reference  to Registrant's  Annual
               Report  for  the  year ended  July  31,  1993,  filed  as
               Exhibit 28 with the Commission on October 29, 1993).

   *         Incorporated herein by reference to exhibit of the same
   number filed with the Registrant's Annual Report for the year ended
   July 31, 1993, as filed with the Commission on October 29, 1993.

   **        Management contract or compensatory plan, contract or
   arrangement.
<PAGE>