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

                                 Amendment No. 1

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended DECEMBER 31, 2003

                                       or

( )  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES  EXCHANGE
     ACT OF 1934

                          Commission file number 0-5265

                                SCAN-OPTICS, INC.
             (Exact name of registrant as specified in its charter)

                           Delaware                     06-0851857
--------------------------------------------------------------------------------
   (State or other jurisdiction of                     (IRS Employer
    incorporation or organization)                   Identification No.)

    169 Progress Drive, Manchester, CT                         06040
--------------------------------------------------------------------------------
    (Address of principal executive offices)                 Zip Code

                                 (860) 645-7878
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     Securities registered pursuant to section 12(b) of the Act: None

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

                Title of Class
                --------------
                Common stock, $0.02 par value


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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any other
amendment to this Form 10-K.
YES (  )       NO (X)

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2).
YES (  )       NO (X)


The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which common equity was
last sold, or the average bid asked price of such common equity was last sold,
or the average bid and asked price of such common equity, as of the last day of
the registrant's most recently completed second fiscal quarter: $2,083,125 as of
June 30, 2003.

The number of shares of common stock, par value $.02 per share, outstanding as
of March 24, 2004 was 7,439,732.


<PAGE>


                                Explanatory Note

Scan-Optics, Inc. (the "Company") is filing this Amendment No. 1 on Form 10-K/A
to amend its Annual Report on Form 10-K for the fiscal year ended December 31,
2003, as filed with the Securities and Exchange Commission on March 30, 2004
(the "Annual Report"). Items 10, 11, 12, 13 and 14 of Part III of the Annual
Report are hereby amended and restated in their entirety as follows:




                                      -2-
<PAGE>



                                    PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive and Other Officers of the Registrant

Officers of the Company are set forth in the schedule below.

Name                 Age      Principal Occupation:                    Since
-----------------------------------------------------------------------------

James C. Mavel       58       Chairman, Chief Executive Officer
                              and President                              1996

Joseph P. Crouch     41       Vice President -
                              Manufacturing Services Division            1999

Richard C. Goyette   52       Vice President -
                              Sales and Marketing                        1996

Joel K. Howser       56       Vice President -
                              Software Development                       1998

Clarence W. Rife     64       Vice President -
                              Access Services Division and
                              Hardware Engineering                       1975

Peter H. Stelling    53       Chief Financial Officer, Vice
                              President, Treasurer and                   2004
                              Assistant Corporate Secretary

     Mr. Mavel joined the Company in January 1996 as President and Chief
Operating Officer. In June 1996, Mr. Mavel became a Director of the Company. On
December 31, 1996, Mr. Mavel was promoted to Chief Executive Officer. In May
1997, Mr. Mavel was elected Chairman of the Board of Directors. Prior to joining
the Company, from 1992 through 1995, Mr. Mavel was Vice President and General
Manager of the Imaging Systems Division of Unisys. From 1991 to 1992, he was
Group Vice President of the Financial Information Systems Division of National
Data Corporation.

     Mr. Crouch joined the Company in March 1999 and was appointed to the
position of Vice President - Manufacturing Services Division in November 1999.
Prior to joining the Company, Mr. Crouch was Director of Manufacturing
Operations for CalComp's Input Technologies Division. Mr. Crouch had over ten
years of contract manufacturing experience before joining the Company.

     Mr. Goyette joined the Company in March 1996 as Vice President - Sales and
Marketing. Prior to joining the Company, from 1993 through 1995, Mr. Goyette was
Vice President of the Imaging Systems Division of Unisys. From 1992 to 1993, he
was Vice President of the Software Products Group of Unisys. From 1990 to 1992
he was Vice President of



                                      -3-
<PAGE>



Corporate Information Productivity Systems of Unisys. He is currently Vice
President - Sales and Marketing.

     Mr. Howser joined the Company in February 1997 as Vice President -
Marketing. In December of 1997, Mr. Howser assumed the responsibility of Vice
President - Product Development. Prior to joining the Company, from 1989 through
1996, he was director of development for Unisys in its image program. Mr. Howser
had twenty years of experience in transaction processing and OCR/image
development prior to joining Unisys. He is currently Vice President - Software
Development.

     Mr. Rife has been employed by the Company since 1969 and was appointed to
the position of Vice President in 1975. He is currently Vice President - Access
Services Division and Hardware Engineering.

     Mr. Stelling joined the Company in 2003 as Vice President of Finance and in
2004 was named Chief Financial Officer, Vice President, Treasurer and Assistant
Corporate Secretary. In his prior assignment, he was Senior Vice president of
Finance and Chief Financial Officer of Gale Group, an operating unit of the
Thomson corporation. Prior to Gale, Mr. Stelling served as Vice President of
Finance at Chambers Engraving Group, a unit of Dyson-Kissner-Moran, Inc, a New
York based investment firm.

The executive officers are elected for a one year term effective at the
conclusion of the Annual Meeting of Stockholders each year. There are no family
relationships between any of the listed officers.

The following information sets forth each of our directors, their ages, business
experience over at least the last five years, other directorships and period of
time as a director of Scan-Optics.

Class II directors whose present terms continue until 2004:

     Mr. Logan Clarke, Jr., age 75, is an independent management consultant. He
previously served as Interim Executive Director of Southeast Area Technology
Center, a business incubator and revolving loan fund from 1995 to 1996,
independent management consultant from 1991 to 1995, acting President of
Hartford College for Women from 1990 to 1991 and as Executive Vice President of
Society for Savings, a savings bank, from 1986 to 1990. He has been a member of
the Board of Directors since 1981.

     Mr. Richard J. Coburn, age 71, is Manager of Sentry Tec LLC, a developer of
smart camera equipment for law enforcement. From 1993 to October, 2001, Mr.
Coburn served in senior officer positions with Accent Color Sciences, Inc., a
manufacturer of color printing systems. Previously he served as President of KCR
Technology, Inc., a manufacturer of high speed printers, from 1983 to 1991.
Except for a short period in 1980, he has been a member of the Board of
Directors since 1968.



                                      -4-
<PAGE>


Class I directors whose present terms continue until 2005:

     Mr. E. Bulkeley Griswold, age 65, is Managing General Partner of L&L
Capital Partners, LLC, a corporate finance partnership. Mr. Griswold is also a
director of NLC Insurance Companies, the New York Mercantile Exchange, the Trust
Company of Connecticut and a number of other privately held companies. He has
been a member of the Board of Directors since 1989. It is a condition to the
closing of the Recapitalization that Mr. Griswold tender his resignation from
the Board of Directors.

     Mr. John J. Holton, age 71, is Chairman of Yojna, Inc., a software
development and marketing company specializing in distribution of check images
to support financial institution applications, which position he has held since
1996. He had previously served as a Vice President of Unisys Corporation. During
his long career with Unisys (which resulted from the merger of Burroughs and
Sperry Corporations) he had key assignments as President of Burroughs K.K.
JAPAN, Vice President and General Manager of American Pacific Division and
Strategic Account Management. Mr. Holton has been a member of the Board of
Directors since 1998.

     Mr. Robert H. Steele, age 65, is Vice Chairman of the John Ryan Company, a
banking services company, which position he has held since 1998. He previously
held the positions of Executive Vice President during 1997 and Senior Vice
President from 1992 to 1997. Mr. Steele is also Chairman of Moore Medical
Corporation (a distributor of medical, surgical and pharmaceutical products),
and a director of NLC Insurance Companies and the New York Mercantile Exchange.
He has been a member of the Board of Directors since 1978. It is a condition to
the closing of the Recapitalization that Mr. Steele tender his resignation from
the Board of Directors.

Class III directors whose present terms continue until 2006:

     Mr. Lyman C. Hamilton, Jr., age 77, is an investment manager and was
formerly Chief Executive Officer and President of InterDigital Communications
Corporation, a specialized communications company, from 1993 to 1994. He served
as Chairman and Chief Executive Officer of Alpine PolyVision, Inc., a flat panel
display manufacturer, from 1991 to 1993 and of Imperial Corporation of America,
a financial services organization, from 1989 to 1990 and as Chairman and
President of Tamco Enterprises, Inc., an investment company, from 1980 to 1989.
He had previously served in various positions during a 17 year association at
ITT Corporation including President during 1977 and Chief Executive Officer from
1978 to 1979. Mr. Hamilton is also a director of Videonet, Inc., a privately
held provider of videoconferencing services. He has been a member of the Board
of Directors since 1985. It is a condition to the closing of the
Recapitalization that Mr. Hamilton tender his resignation from the Board of
Directors.

     Mr. James C. Mavel, age 58, joined Scan-Optics on January 2, 1996 as
President and Chief Operating Officer. On December 31, 1996, Mr. Mavel was
promoted to Chief Executive Officer. On May 15, 1997, Mr. Mavel was promoted to
Chairman of the Board of Directors. From 1991 to 1995 Mr. Mavel was Vice
President and General Manager of the Imaging Systems Division of Unisys
Corporation. He has been a member of the Board of Directors since 1996.

     Mr. Ralph J. Takala, age 64, is an independent business advisor and
financial consultant. In connection with that role, he served as Interim Chief
Financial Officer of PictureTel Corporation, an SEC registrant, from


                                      -5-
<PAGE>


2000 to 2001. Previously, he served as a partner at Ernst & Young, LLP, an
international professional services firm, from 1978 to 1995. For a seven year
period ending in 1988 at Ernst & Young, LLP, Mr. Takala served as engagement
partner for Scan-Optics. He has been a member of the Board of Directors since
2003.

Audit Committee

The Audit Committee is responsible for reviewing the adequacy of financial
controls and the adequacy and accuracy of financial reporting. The Audit
Committee met five times during 2003. The Audit Committee is composed of Messrs.
Takala (Chairman), Steele and Hamilton. The Audit Committee has been established
in accordance with 3(a)(58)(A) of the Securities Exchange Act of 1934, as
amended, and each of the Audit Committee members is "independent" as defined
under Rule 4200(a)(15) of the National Association of Securities Dealers'
listing standards. The Board of Directors has determined that Ralph J. Takala is
a financial expert serving on its audit committee and is independent, as that
term is used in Item 7(d)(3)(iv) of Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
directors and officers and persons who own more than 10% of our common stock to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities Exchange Commission. Those directors, officers and stockholders are
required to send us copies of all such forms they file. To our knowledge, based
on a review of copies of such forms we have received, we believe that all of our
officers and directors filed the required forms on or before their due dates,
except that none of our officers who were granted options in 2003 filed Form 4
Statements of Changes in Beneficial Ownership to reflect options granted in
2003. The Company is working with these officers to file Form 4 Statements of
Changes in Beneficial Ownership to reflect these grants.

Ethics Policy

Scan-Optics is committed to maintaining the highest standards of business and
ethical conduct. In support of this commitment, Scan-Optics has adopted a Policy
Statement on Business Conduct and Ethics (the "Policy") that applies to all
directors, officers, employees and intermediaries of the Company and its
subsidiaries. A copy of the Policy is available for review on our website at
www.scan-optics.com/corp financial.asp.
--------------------------------------




                                      -6-
<PAGE>


ITEM 11 - Executive Compensation

Summary Compensation Table

The following table sets forth information concerning the compensation paid to
the Chief Executive Officer and the four other most highly compensated executive
officers of Scan-Optics in 2003 for services rendered in all capacities during
the fiscal years ended December 31, 2003, 2002 and 2001.
<TABLE>
<CAPTION>



----------------------------------- -------- --------------------------------------------- ---------------- -------------------
                                                                                              Long Term
                                                                                            Compensation
                                                         Annual Compensation                   Awards
----------------------------------- -------- --------------------------------------------- ---------------- -------------------
             Name and                Year       Salary         Bonus       Other Annual      Securities         All Other
                                                                           Compensation      Underlying      Compensation ($)
        Principal Position                        ($)          ($)(1)           ($)          Options (#)           (2)
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------

<S>                                    <C>         <C>           <C>           <C>    <C>          <C>                  <C>
James C. Mavel                         2003        316,250       118,500       17,042 (3)          125,000              22,302
Chairman of the Board,Chief            2002        262,500        55,466       23,128 (4)                0              15,333
Executive Officer, Director and        2001        250,000       100,000       27,228 (5)          250,000              34,834
President
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------

Richard C. Goyette                     2003        165,880        61,875       13,100 (6)           72,500              14,158
Vice President                         2002        147,900        32,170       17,973 (7)                0               3,212
Sales and Marketing                    2001        145,000        58,000       22,930 (8)          145,000              12,223
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------


Joel K. Howser                         2003        148,720        55,875        7,200 (9)           65,000              13,242
Vice President                         2002        132,600        28,842        7,800 (9)                0               8,925
Software Development                   2001        130,000        52,000        7,800 (9)          130,000              17,690
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------


Clarence W. Rife                       2003        148,720        55,875        7,200 (9)           65,000              20,691
Vice President                         2002        132,600        28,842        7,800 (9)                0              16,023
Access Services Division               2001        130,000        52,000       11,318(10)          130,000              18,585
and Hardware Engineering
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------



Michael J. Villano (11)                2003        189,451        66,375       12,849(12)           70,000              11,944
Chief Operating Officer, Chief         2002        147,000        31,061       14,724(13)                0              11,779
Financial Officer,                     2001        140,000        56,000       15,056(14)          140,000              13,836
Treasurer
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------
----------------------------------- -------- -------------- ------------- ---------------- ---------------- -------------------


</TABLE>



                                      -7-
<PAGE>


(1)  Represents a cash bonus earned by such individuals in the applicable fiscal
     year and paid during the next fiscal year.

(2)  These amounts include an employer match under the Scan-Optics, Inc.
     Retirement Savings Plan, a qualified plan under Section 401 of the Internal
     Revenue Code of 1986 (the "Retirement Plan") and term life, disability and
     other insurance premiums paid by Scan-Optics. For 2003, the respective
     amounts are as follows: Mr. Mavel, $7,936 to Retirement Plan and $14,366 in
     insurance premiums; Mr. Goyette, $7,557 to Retirement Plan and $6,601 in
     insurance premiums; Mr. Howser, $6,802 to Retirement Plan and $6,440 in
     insurance premiums; Mr. Rife, $6,802 to Retirement Plan and $13,889 in
     insurance premiums; and Mr. Villano, $8,351 to Retirement Plan and $3,593
     in insurance premiums.

(3)  Auto allowance ($5,825), country club membership ($6,442) and tax
     preparation services ($4,775).

(4)  Auto allowance ($8,421), country club membership ($8,554) and tax
     preparation services ($6,153).

(5)  Auto allowance ($8,796), country club membership ($8,824) and tax
     preparation services ($9,608).

(6)  Auto allowance ($7,200) and tax preparation services ($5,900).

(7)  Includes auto allowance ($7,800) and tax preparation services ($8,490).

(8)  Auto allowance ($7,800), country club membership ($7,741) and tax
     preparation services ($7,389).

(9)  Auto allowance.

(10) Auto Allowance ($7,800) and country club membership ($3,518).

(11) Mr. Villano passed away in early 2004.

(12) Auto allowance ($7,200) and country club membership ($5,649).

(13) Auto allowance ($7,800) and country club membership ($6,924).

(14) Auto allowance ($7,800) and country club membership ($7,256).



                                      -8-
<PAGE>


Option Grants in Last Fiscal Year

The following table sets forth information on options granted in 2003 to the
executive officers listed in the Summary Compensation Table:

<TABLE>
<CAPTION>

                                Individual Grants
                                -----------------

                                                     % of Total
                                        Options       Exercise
                        Options       Granted to         or                             Grant Date
                        Granted      Employees in     Base Price       Expiration       Present Value
Name                       #         Fiscal Year        ($/Sh)            Date             ($)(1)
----------------------------------------------------------------------------------------------------

<S>                    <C>                <C>              <C>           <C>  <C>          <C>
James C. Mavel         125,000            17.4%            .28           3/18/13           32,500
Richard C. Goyette      72,500            10.1%            .28           3/18/13           18,850
Joel K. Howser          65,000             9.1%            .28           3/18/13           16,900
Clarence W. Rife        65,000             9.1%            .28           3/18/13           16,900
Michael J. Villano      70,000             9.8%            .28           3/18/13           18,200


</TABLE>


(1)  Present value determination was made using a Black-Scholes option pricing
     model. The actual value, if any, an executive may realize will depend on
     the excess of the stock price over the exercise price on the date the
     option is exercised, so that there is no assurance the value realized by an
     executive will be at or near the value estimated by the Black-Scholes
     model. The estimated values under that model are based on the following
     assumptions:

                                 1. Volatility                  1.102
                                 2. Interest Rate                   3%
                                 3. Time to Exercise         10 years

In general,  options granted to the named executive officers under the Company's
Stock Option Plans vest in installments  of one-third  commencing one year after
grant. The option exercise price is equal to the fair market value of a share of
Common Stock on the date of grant.  Options vest in full upon a  reorganization,
merger or  consolidation  in which the Company is not the surviving  corporation
and upon other specified events.

Aggregated  Option  Exercises  in Last  Fiscal Year and Fiscal  Year-End  Option
Values

The following table  summarizes  options  exercised during 2003 and presents the
value of unexercised options held by the named executives at fiscal year-end:



                                      -9-
<PAGE>

<TABLE>
<CAPTION>


                                                                Number of                   Value*
                                                               Securities                     of
                                                               Underlying                 Unexercised
                              Shares                           Unexercised               In-the-Money
                             Acquired             Value          Options                    Options
                            On Exercise         Realized*       at Fiscal                  at Fiscal
Name                            (#)                ($)          Year-End                   Year-End
-----------------------------------------------------------------------------------------------------------

<S>                              <C>                <C>          <C>     <C>                <C>     <C>
James C. Mavel                   0                  0            320,000 (1)                $55,000 (1)
                                                                 125,000 (2)                $22,500 (2)

Richard C. Goyette               0                  0            190,583 (1)                $31,900 (1)
                                                                  72,500 (2)                $13,050 (2)

Joel K. Howser                   0                  0            153,000 (1)                $28,600 (1)
                                                                  65,000 (2)                $11,700 (2)

Clarence W. Rife                 0                  0            183,800 (1)                $30,156 (1)
                                                                  65,000 (2)                $11,700 (2)


Michael J. Villano               0                  0            180,750 (1)                $30,800 (1)
                                                                  70,000 (2)                $12,600 (2)

</TABLE>


(1)  Exercisable

(2)  Unexercisable

*    Values are calculated by subtracting the exercise or base price from the
     fair market value of the common stock as of fiscal year end ($0.46 per
     share).

Executive Employment Agreements

Scan-Optics  entered  into  an  employment  agreement  ("Employment  Agreement")
effective as of December 31, 1996 with James C. Mavel to serve as its  President
and Chief Executive Officer and in such other executive  capacities as the Board
of Directors may designate from time to time. The term of Mr. Mavel's employment
extends until either party terminates it. The Employment  Agreement provides for
a base  annual  salary  of  $200,000  or such  greater  amount  as the  Board of
Directors  may  from  time to time  determine,  annual  incentive  compensation,
involving both potential  cash and stock option  benefits,  as the Stock Options
and Executive  Compensation  Committee of the Board of Directors may  determine,
life insurance in the face amount of $550,000, use of an automobile,  health and
disability  insurance  benefits,   participation  in  other  benefits  available
generally to executive  employees as the Board of Directors may  determine,  and
certain other personal benefits. Mr. Mavel's employment terminates automatically
upon death or after three months of  disability,  and may also be  terminated by
Scan-Optics or Mr. Mavel. Under the Employment Agreement,  Mr. Mavel is entitled
to  severance   benefits   consisting  of  one-year's  base  pay  and  continued
participation  for a year  in our  health  and  disability  insurance  plans


                                      -10-
<PAGE>



if Scan-Optics  terminates Mr. Mavel's  employment  without cause (as defined in
the Employment  Agreement) prior to a change in control of Scan-Optics or if Mr.
Mavel,  prior  to  a  change  in  control,  terminates  his  employment  because
Scan-Optics has significantly diminished his job responsibilities.

Following  a change in control of  Scan-Optics,  Mr.  Mavel would be entitled to
enhanced  severance  benefits,  similar to those  available  to other  executive
officers and described below, if his employment terminates involuntarily (except
on account of death or disability or for cause) or he terminates  his employment
for good  reason.  Good reason is defined to include:  an adverse  change in Mr.
Mavel's  powers,  responsibilities  or  duties;  a  reduction  in his base  pay,
discontinuance  or a reduction of his  participation in an incentive pay plan or
arrangement or employee benefits in which he was participating; the failure of a
successor  company to assume the obligations of Scan-Optics under the Employment
Agreement  in  connection  with  a  liquidation,   merger  or  consolidation  of
Scan-Optics  or a transfer of all or  substantially  all of its  assets;  or any
material breach of the agreement by Scan-Optics or any successor.  Upon any such
termination  of  employment,  Mr. Mavel will receive a lump sum payment equal to
the sum of (a) two and a half  times his base pay,  (b) two and a half times his
incentive  payments  from the preceding  year (or the second or third  preceding
year, if greater),  (c) two and a half times Scan-Optics'  matching contribution
to its  Retirement  Savings Plan that would be made if he deferred  four percent
(or such higher percentage as may be eligible for matching contributions) of the
amount of his base pay and  incentive  pay, and (d) the value of all his options
to acquire  Scan-Optics stock that will not become exercisable on account of his
termination.  The lump sum payment is subject to reduction if necessary to avoid
the imposition of an excise tax under the federal income tax law  limitations on
so-called  "golden  parachute"  payments.  In  addition,   Mr.  Mavel's  health,
disability  and life insurance  coverages will continue for two years  following
termination of employment.

A change in control is defined as a change that would be required to be reported
pursuant to the proxy regulations under the Securities  Exchange Act of 1934, as
amended,   whether  or  not  Scan-Optics  is  then  subject  to  such  reporting
requirements.  A change in  control  would  also  occur if any  person or entity
acquires 22% or more of the voting  power of our  outstanding  securities  or if
over a two-year period the members of our Board of Directors at the beginning of
the period (together with any persons nominated by a two-thirds majority of such
directors) cease to constitute a majority of the Board.

Executive Severance Agreements

Scan-Optics has adopted severance  agreements for executive officers,  including
but not  limited to each of the named  executive  officers  (other than the CEO,
discussed above) in the summary  compensation  table.  These agreements  provide
severance benefits in the event of an




                                      -11-
<PAGE>


involuntary  termination of employment  with  Scan-Optics  (except on account of
death,  disability  or cause) or a  voluntary  termination  of  employment  with
Scan-Optics  where good  reason  exists,  in either  case  following a change in
control of Scan-Optics. A change in control is defined in the same way as in Mr.
Mavel's  Employment  Agreement  described  above. On an involuntary  termination
following a change in control,  each executive officer is entitled to a lump sum
payment equal to the sum of (a) two and a half times his base pay and commission
pay, (b) two and a half times his incentive payments from the preceding year (or
the  second or third  preceding  year,  if  greater),  (c) two and a half  times
Scan-Optics'  matching contribution to its Retirement Savings Plan that would be
made if he deferred  under such Plan four percent (or such higher  percentage as
may  be  eligible  for  matching  contributions)  of the  amount  of  base  pay,
commission  pay and  incentive  pay, and (d) the value of all options to acquire
Scan-Optics  common  stock  that will not become  exercisable  on account of the
executive officer's termination. The lump sum payment is subject to reduction if
necessary to avoid the  imposition of an excise tax under federal income tax law
limitations on so-called "golden parachute" payments. In addition, the executive
officer's insurance coverages will continue for two years following termination.
These  benefits  generally  will  be in  addition  to any  other  benefits  that
executive officers are entitled to receive from Scan-Optics.

Executive Insurance Agreement

Under an insurance agreement with Mr. Rife,  Scan-Optics is obligated to provide
certain retirement and disability benefits. If Mr. Rife dies while in the employ
of Scan-Optics but prior to attaining the age of 65, Scan-Optics is obligated to
pay his  beneficiary  $50,000 per annum for each of the ten years following such
death,  with  payment  to  commence  in the year of death.  If he  retires  from
Scan-Optics  upon  attaining  the  age  of 65,  or  thereafter,  Scan-Optics  is
obligated  to pay him (or his  beneficiary  in the event that he dies during the
retirement  period)  $50,000 per annum for each of the ten years  following such
retirement,  with payment to commence in the year of retirement.  To provide for
the adequate  funding of its  obligations  under the agreement,  Scan-Optics has
purchased and is obligated to maintain at its expense an insurance policy on Mr.
Rife's life in the face amount of $310,000.  Scan-Optics  has  purchased  and is
obligated to maintain for the benefit of Mr. Rife, at  Scan-Optics'  expense,  a
disability income policy which would provide  disability  benefits to him in the
amount of $2,500 per month.  The  agreement  provides  that  payments  under the
disability  policy will commence six months after a determination  of disability
has been  made and will  continue  until Mr.  Rife  reaches  the age of 65.  The
agreement  provides for automatic  termination  if Mr. Rife resigns or otherwise
voluntarily  terminates  his  employment  other than by reason of  disability or
retirement  upon  attaining the age of 65, or if his employment is terminated by
reason of gross misconduct.



                                      -12-
<PAGE>



Directors' Compensation

Directors,  other than those who are  full-time  employees of  Scan-Optics  or a
subsidiary, each receive a monthly fee of $750 and additional fees of $1,200 per
board meeting attended and $500 per committee  meeting  attended.  Directors who
are full-time  employees of Scan-Optics  receive no remuneration  for serving on
the Board of Directors or  committees.  Under the  Scan-Optics,  Inc. 1990 Stock
Option Plan for Outside  Directors,  each  non-employee  director  automatically
receives an option to purchase  5,000 shares of common stock on the date of each
annual meeting of stockholders  of Scan-Optics.  The exercise price per share is
equal to the fair market  value of a share of common  stock on the date of grant
($.55 per share on June 12, 2003, the date of last year's annual  meeting,  with
respect to the most recently granted  director stock options).  The options vest
six months after the date of grant.






                                      -13-
<PAGE>


ITEM 12 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

Beneficial Ownership Table of Directors and Executive Officers

The following table sets forth certain information regarding the beneficial
ownership of shares of common stock as of April 29, 2004 of each director, each
nominee for director, each executive officer named in the Summary Compensation
Table contained elsewhere in this proxy statement and the directors and
executive officers of the Company as a group. Other than our CEO, we know of no
persons with beneficial ownership of more than 5% of our voting stock as of
April 29, 2004. Except as noted, each stockholder listed has sole voting and
investment power with respect to the shares shown as being beneficially owned by
such stockholder. The address for the individuals listed below is c/o
Scan-Optics, Inc., 169 Progress Drive, Manchester, Connecticut 06040.


<TABLE>
<CAPTION>

                                                                                    Percentage
                                                                                 of Common Stock
         Name                                      Number of Shares (1)             Outstanding
         ---------------------------               ----------------             -------------------

<S>                                                         <C>
         Logan Clarke, Jr.                                  50,600                   *
         Richard J. Coburn                                  55,200                   *
         Richard C. Goyette                                215,232                   2.8%
         E. Bulkeley Griswold                               86,500                   1.2%
         Lyman C. Hamilton, Jr.                             55,000                   *
         John J. Holton                                     25,000                   *
         Joel K. Howser                                    175,749                   2.3%
         James C. Mavel                                    422,152                   5.4%
         Clarence W. Rife                                  202,754                   2.7%
         Robert H. Steele                                   78,000                   1.0%
         Ralph J. Takala                                     5,000                   *
         Michael J. Villano (2)                            205,205                   2.7%


         Directors and executive
         officers as a group (14 persons)                1,710,069                  19.0%

</TABLE>


(*)      Ownership is less than 1%.

(1)      Includes the following number of shares subject to options exercisable
         within 60 days of April 29, 2004: Logan Clarke, Jr., 50,000 shares;
         Richard J. Coburn, 50,000 shares; Richard C. Goyette, 214,750 shares;
         E. Bulkeley Griswold, 50,000 shares; Lyman C. Hamilton, Jr., 50,000
         shares; John J. Holton, 25,000 shares; Joel K. Howser, 174,667 shares;
         James C. Mavel, 361,667 shares; Clarence W. Rife, 199,467 shares;
         Robert H. Steele, 50,000 shares; Ralph J. Takala, 5,000 shares; Michael
         J. Villano, 193,083 shares; and all directors and executive officers as
         a group, 1,555,300 shares.

(2)      Mr. Villano is deceased, and shares are held by his estate.



                                      -14-
<PAGE>



Equity Compensation Plan Information

See Note H to the Notes to Consolidated Financial Statements of the Company
included in this report for additional information regarding these plans. The
following table provides information about the Company's equity compensation
plans as of December 31, 2003.
<TABLE>
<CAPTION>

<S>                                        <C>                          <C>                               <C>
------------------------------------  ---------------------  ----------------------------  --------------------------------------

                                           Number of          Weighted average exercise       Number of securities remaining
                                        Securities to be        price of outstanding        available for issuance under equity
                                          issued upon          options, warrants and           compensation plans (excluding
Plan Category                             exercise of                  rights               securities reflected in column (a))
                                          outstanding
                                       options, warrants
                                           and rights
------------------------------------  ---------------------  ----------------------------  --------------------------------------
Equity compensation plans approved
by security holders                        1,625,683                    $1.56                             110,272
------------------------------------  ---------------------  ----------------------------  --------------------------------------
Equity compensation plans not
approved by security holders
------------------------------------  ---------------------  ----------------------------  --------------------------------------
   Senior
   Management                              1,025,000                    $0.24                              90,000
   Options
------------------------------------  ---------------------  ----------------------------  --------------------------------------
   Debt
   restructuring
   warrants                                4,975,000                    $0.02
------------------------------------  ---------------------  ----------------------------  --------------------------------------
                             Total:        7,627,683                    $1.39                             200,272
------------------------------------  ---------------------  ----------------------------  --------------------------------------

</TABLE>


Equity compensation plans not approved by stockholders include options for
senior management under and warrants issued to Patriarch, which were both part
of the Company's 2001 debt restructuring. Options for senior management that
were granted on December 31, 2001 were not exercisable until six months after
the grant thereof. See Note H to the Notes to Consolidated Financial Statements
of the Company included in this report for additional information. The warrants
represent the right to purchase up to 4,975,000 shares of common stock of the
Company, or approximately 33% of the currently outstanding shares. See Note G to
the Notes to Consolidated Financial Statements of the Company included in this
report for additional information.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.



ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES



                                      -15-
<PAGE>


The Board of Directors appointed the firm of Ernst & Young LLP to continue as
independent accountants of the Company for the year ending December 31, 2003.

Set forth below is a summary of the fees for professional services provided by
Ernst & Young LLP, in each of the last two fiscal years, in each of the
following categories.

                                            2003                   2002
                                        --------------        ---------------

    Audit Fees                      $         159,000      $         151,500
    Audit-Related Fees                         15,000                 15,000
    Tax Fees                                   65,385                 61,745
    All Other Fees                                  0                      0
                                        --------------        ---------------

    Total Fees                      $         239,385      $         228,245
                                        ==============        ===============

Audit fees were associated with the annual audit, reviews of the Company's
quarterly reports on Form 10-Q, and a statutory audit required internationally.
Audit-related fees were associated with the audit of the Company's 401(k) Plan
and the Employee Stock Ownership Plan. Tax fees included tax compliance, tax
advice and tax planning.

Policy of Audit Committee on Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Accountant

The Audit Committee pre-approves all audit and non-audit services provided by
the independent accountants prior to the engagement of the independent
accountants with respect to such services. All of the audit fees and services
described above were subject to advance approval of the Audit Committee.




                                      -16-
<PAGE>



                                   SIGNATURES

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



                                SCAN-OPTICS, INC.
                                -----------------
                                Registrant

                                By: /ss/
                                    -----------------------------------------
                                    James C. Mavel
                                    Chairman, Chief Executive Officer and
                                    President
                                    Date: April 29, 2004



                                      -17-
<PAGE>





                                  Exhibit Index

     *3.1(a)   Certificate of Incorporation, including amendments thereto (filed
               as Exhibit 3.1 to the Company's Registration Statement on Form
               S-1, File No. 2-70277).

     *3.1(b)   Amendments to Certificate of Incorporation adopted May 17, 1984,
               included in Exhibits A, B, C and D in the Company's Proxy
               Statement dated April 17, 1984 for the Annual Meeting of
               Stockholders held May 17, 1984.

     *3.1(c)   Amendment to Article Tenth of the Certificate of Incorporation
               included as Exhibit A in the Company's Proxy Statement dated
               April 16, 1987 for the Annual Meeting of Stockholders held May
               19, 1987.


     3.1(d)    Certificate of Designations, Preferences, Rights and Restrictions
               for Series A Redeemable Preferred Stock dated December 31, 2001,
               is filed as Exhibit 3.3 in the Company's Registration Statement
               on Form S-8 (No. 333-83598), filed on March 1, 2002.

     3.1(e)    Certificate of Designations, Preferences, Rights and Restrictions
               for Series B Redeemable Preferred Stock dated March 30, 2004.
               Filed as an exhibit to Exhibit 10.20 to this Form 10-K.

     *3.2      Restated By-laws of the Company, as amended is filed as Exhibit
               3.2 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 2002.

     *+10.2    The Scan-Optics, Inc. 1984 Incentive and Non-Qualified Stock
               Option Plan included in Exhibit E in the Company's Proxy
               Statement dated April 19, 1984 for the Annual Meeting of
               Stockholders held on May 17, 1984.

     *+10.3    The Scan-Optics, Inc. 1987 Incentive and Non-Qualified Stock
               Option Plan included in Exhibit B in the Company's Proxy
               Statement dated April 16, 1987 for the Annual Meeting of
               Stockholders held on May 19, 1987.

     *+10.4    The Scan-Optics, Inc. 1990 Incentive and Non-Qualified Stock
               Option Plan included in Exhibit A in the Company's Proxy
               Statement dated April 30, 1990 for the Annual Meeting of
               Stockholders held on June 12, 1990.

     *+10.5    The Scan-Optics, Inc. 1990 Stock Option Plan for Outside
               Directors included in Exhibit B in the Company's Proxy Statement
               dated April 30, 1990 for the Annual Meeting of Stockholders held
               on June 12, 1990.

     *+10.6    The Scan-Optics, Inc. 1990 Incentive and Non-Qualified Stock
               Option Plan amendment included as Item 2 in the Company's Proxy
               Statement dated April 14, 1994 for the Annual Meeting of
               Stockholders held on May 18, 1994.

     *+10.7    The Scan-Optics, Inc. 1990 Stock Option Plan for Outside
               Directors amendment included as Item 2 in the Company's Proxy
               Statement dated April 15, 1996 for the Annual Meeting of
               Stockholders held on May 15, 1996.

     *+10.8    The Scan-Optics, Inc. 1999 Incentive and Non-Qualified Stock
               Option Plan included in Exhibit A in the Company's Proxy




                                      -18-
<PAGE>


               Statement dated April 8, 1999 for the Annual Meeting of
               Stockholders held on May 20, 1999.

     *+10.9    Employment agreement, effective as of December 31, 1996, between
               Scan-Optics, Inc. and James C. Mavel, included as Exhibit 10..9
               in the Company's Annual Report on Form 10-K filed for the year
               ended December 31, 1996.

     *+10.10   Executive severance agreement between Joseph P. Crouch and
               Scan-Optics, Inc. dated November 15, 1999, is filed as Exhibit
               10.10 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 1999.

     *+10.12   Executive severance agreement between Richard C. Goyette and
               Scan-Optics, Inc. dated November 17, 1997, is filed as Exhibit
               10.12 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 1999.

     *+10.13   Executive severance agreement between Joel K. Howser and
               Scan-Optics, Inc. dated November 17, 1997, is filed as Exhibit
               10.13 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 1999.

     *+10.14   Executive severance agreement between Clarence W. Rife and
               Scan-Optics, Inc. dated November 17, 1997, is filed as Exhibit
               10.14 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 1999.

     *+10.15   Executive severance agreement between Michael J. Villano and
               Scan-Optics, Inc. dated November 17, 1997, is filed as Exhibit
               10.15 in the Company's Annual Report on Form 10-K filed for the
               year ended December 31, 1999.

     *+10.16   Executive severance agreement between Alan W. Ware and
               Scan-Optics, Inc. dated May 22, 2001, is filed as Exhibit 10.16
               in the Company's Quarterly Report on Form 10-Q filed for the
               quarter ended June 30, 2001.

     *10.17    Warrant to Purchase Shares of Common Stock of Scan-Optics, Inc.
               dated December 31, 2001, is filed as Exhibit 10.17 in the
               Company's Annual Report on Form 10-K filed for the year ended
               December 31, 2001.

     *+10.18   The Scan-Optics, Inc. Senior Executive Stock Option Plan dated
               February 25, 2002 as filed as Exhibit 10.18 to Form S-8 filed on
               February 28, 2002.

     10.19     The  Scan-Optics,  Inc. 2002  Incentive and  Non-Qualified  Stock
               Option  Plan.

     10.20     Third Amended and Restated Credit Agreement dated as of March 30,
               2004 among Scan-Optics, Inc., the subsdiaries of Scan-Optics, the
               lenders parties thereto and Patriarch Partners Agency Services,
               LLC, as agent.

     *22.      List of subsidiaries of the Company, included as Exhibit 10..8 in
               the Company's Annual Report on Form 10-K filed for the year ended
               December 31, 1999.

     *23.      Consent of Independent Auditors.

     31.1      Certificate of the Chief  Executive  Officer  pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002



                                      -19-
<PAGE>



     31.2      Certificate of the Chief  Financial  Officer  pursuant to Section
               302 of the Sarbanes-Oxley Act of 2002

     32.1      Certification of Chief Executive  Officer pursuant to Section 906
               of the Sabanes-Oxley Act.

     32.2      Certification of Chief Financial  Officer pursuant to Section 906
               of the Sabanes-Oxley Act.


     * Exhibits so marked have heretofore been filed by the Company with the
Securities and Exchange Commission and are incorporated herein by reference.

     + Management contract for compensatory plan or arrangement required to be
filed as an exhibit to this form pursuant to Item 14(c) of this report.



                                      -20-
<PAGE>