Securities and Exchange Commission  
	Washington, D.C. 20549  
  
	FORM 10-K  
  
  
For the Fiscal Year ended			Commission File Number  
  December 31, 1996					   0-4431  
  
  
AUTO-GRAPHICS, INC.  
95-2105641               
3201 Temple Avenue  
Pomona, California 91768                 
  
Registrant's telephone number:  (909) 595-7204  
  
Securities registered pursuant to Section 12(b) of the Act:  None  
Securities registered pursuant to Section 12(g) of the Act: Common  
Stock ($.10 par value)  
  
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 and  
(2) has been subject to such filing requirements for the past 90  
days.  
  
	Yes (  X )   No (    )   
  
The aggregate market value of voting stock held by nonaffiliates  
of the registrant was $563,000 as of December 31, 1996.  
  
The number of shares of the registrant's Common Stock outstanding  
was 1,109,278 as of December 31, 1996.  
  
	DOCUMENTS INCORPORATED BY REFERENCE  
  
The definitive Proxy Statement to be filed pursuant to Regulation  
14A for the fiscal year ended December 31, 1996 is incorporated  
herein by reference in Part III, Items 11-13 of Form 10-K.  The  
Proxy Statement will be filed with the Securities and Exchange  
Commission within 120 days after the close of the registrant's  
most recent calendar year.  
  
<PAGE>  
PART I  
  
ITEM 1.  BUSINESS  
  
Auto-Graphics, Inc. provides software products and processing  
services to information and database publishers.  These products  
and services are used to create, maintain and distribute  
information databases through printed and/or electronic reference  
products.  Electronic products include compact disc (CD-ROM) and  
client/server software systems (Internet/Web).   
 
The Company provides state and local government customers with  
products, services and outsourced facilities to maintain, publish  
and distribute bibliographic databases of library holdings and to  
manage interlibrary loan systems.  Traditional commercial and  
corporate publishers use the Company's print services to produce  
and distribute print and electronic products such as dictionaries,  
encyclopedias, Bibles, price catalogs and other reference works.  
  
In recent years, the Company has made a major investment in the  
development of online client/server software products and client- 
shared Internet/Web services.  In 1993, the Company launched the  
development of an umbrella product concept called  
Impact/ONLINE(tm) for Internet information distribution services.   
This capability has been successfully applied to a range of  
applications including the outsourcing by several statewide  
library consortia to the Company of complete system design,  
development, management, maintenance and operation of a web server  
for each customer.  The Company currently has five statewide and  
three regional Impact/ONLINE(tm) systems operational servicing  
over 2,600 libraries.  
  
The Company's Impact/ONLINE(tm) products include:  
  
Impact/ONLINE WebPAC(tm) enables patrons, directly from home,  
school and office to search a database over the Internet using any  
Web Browser such as Netscape Navigator or Microsoft Explorer.  
  
Impact/ONLINE ILL(tm) provides the means to automate the  
initiation, tracking and management of interlibrary borrowing and  
lending.  
  
Impact/ONLINE CAT(tm) is a powerful online cataloging utility for  
copying, creation and maintenance of the bibliographic database.  
  
Impact/NET(tm) is a support service that allows for configuring,  
installing and managing Internet resources.  
  
Impact/ACCESS(tm) provides for patron access to licensed  
commercial databases.  
  
Impact/SLims(tm), is a small library information management  
system, which operates on a personal computer and integrates  
patron access catalog, circulation control and inventory  
management.  
  
The Company's software products and processing services continue  
to leverage technology and experience gained over more than 45  
years of service to publishers.  The Company provides standard and  
custom products and services for database management, electronic  
composition and CD-ROM search and retrieval.  These software   
products include:  
  
SGML Smart Editor System(SES) provides publishers with full  
editorial capabilities to create and maintain databases in  
Standard Generalized Markup Language (SGML) format.  
  
Impact(tm)/CD-ROM products provide comprehensive, powerful  
searching, indexing, and cross-referencing features along with  
search and retrieval capabilities for CD-ROMs and is available in  
Windows, and MAC applications.  
  
In addition to providing database creation, conversion and  
maintenance services to a wide variety of commercial customers,  
the Company provides a specialized database service for the  
wholesale heating, ventilation, air conditioning and  
refrigeration(HVACR) industry in conjunction with Datacat, Inc.,  
which is 50 percent owned by the Company.  The Company is a  
supplier of software, database and compositions services to  
Datacat for HVACR parts catalogs.  (See Note 1 of "Notes to   
Financial Statements").  
  
Company Background  
  
The Company was formed in 1950 and incorporated in 1960 in the  
state of California. No single customer represents more than 10%  
of net sales.  Management believes that the loss of any single  
customer or vendor would not have a material adverse effect on the  
business of the Company.  Hardware sales are not material to the  
Company's business, representing less than 10% of sales, and are  
not considered important to the future of the Company.  Backlog  
cannot be stated in a useful manner, as contracts are normally  
statements of specifications and unit prices rather than total  
sales volume.  
  
The software and computerized database processing services  
business is highly competitive. There are no definitive market  
share statistics available.  The Company first introduced  
computerized database services in 1964, and believes that it has   
been offering such services longer than any of its existing  
competitors.  Many competitors are smaller and local in character,  
but some are larger and national with greater financial resources  
than the Company.  Contracts for computerized database publishing  
services and the purchase/lease of equipment are typically awarded  
according to the results of market pricing, competitive bidding,  
technical capability and past performance.  
  
Marketing Offices/Employees  
  
The Company has marketing representatives and service centers  
located in California, Connecticut, Illinois, Massachusetts,  
Missouri, New Jersey, Pennsylvania and Washington.  The Company  
currently employs approximately 110 persons.  
  
</PAGE>  
<PAGE>  
  
ITEM 2.  PROPERTIES  
  
The Company leases its corporate office and production facilities  
constituting approximately 29,000 square feet located at 3201  
Temple Avenue, Pomona, California 91768. The facility has been  
custom designed for the Company's purposes, is fully utilized and  
should be adequate for the Company's needs for the foreseeable  
future.   The facility is currently leased to the Company through  
June 2001 under the second of two five-year renewal options.  (See  
Note 6 of "Notes to Financial Statements" and Item 13.  "Certain  
Relationships and Related Transactions").  
  
</PAGE>  
<PAGE>  
  
ITEM 3.  LEGAL PROCEEDINGS  
  
Gannam/Kubat Publishing, Inc. (which is the other 50% stockholder  
in the Company's Datacat, Inc. subsidiary) and such shareholder's  
wholly owned affiliate Diversified Printing and Publishing, Inc.  
(which has rendered printing services to Datacat payment of which  
has been deferred) filed a complaint against the Company and its   
President in a legal action previously initiated by Diversified  
against Datacat seeking to collect payments for printing services  
which it had previously agreed to defer in the approximate amount  
of $350,000.  The suit against the Company alleges that payments  
by Datacat against a commitment to the Company for pre-1994  
database creation and maintenance services in the approximate  
amount of $575,000 were unauthorized or excessive; and that,  
absent such prior obligation and payments in respect thereof,  
Datacat would not have had to defer payment to Diversified.  The   
Company also agreed to defer collection for certain services  
rendered to Datacat equal to or exceeding the amount claimed by  
Diversified.  The Company anticipates the resolution of such  
matter in favor of Datacat, and thus the Company; and, in any   
event, the Company does not expect the outcome of such dispute  
will have a materially adverse effect on the Company's financial  
position or results of operations.  The pleadings in the above  
referenced legal action are included as part of this Report. See  
Index to Exhibits, Item No. 10.14.  (See Note 1 of "Notes to   
Financial Statements" under "Other Assets- Investment in  
Datacat").  
  
  
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  
  
None.  
  
</PAGE>  
<PAGE>  
  
	PART II  
<TABLE>  
  
ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED  
STOCKHOLDER MATTERS  
  
<CAPTION>  
<S>  
Stock quotations.  
	  
                <C>     <C>    <C>    <C>     <C>     <C>     <C>     <C>  
                1996    1996   1996   1996    1995    1995    1995    1995      
                Bid     Bid    Asked  Asked   Bid     Bid     Asked   Asked    
Price Range     High    Low    High   Low     High    Low     High    Low   
  
1st Quarter     1 7/8   1 3/8  2 3/8  1 7/8   1 1/8   1       1 1/4   1 1/8  
2nd Quarter     2 1/4   1 3/4  2 3/4  2 1/4   1 5/8   1       2 1/8   1 5/8  
3rd Quarter     2 5/16  1 7/8  3 3/8  2 5/16  1 15/32 1 5/16  1 5/8   1 15/32  
4th Quarter     2 3/4   2 1/8  3 1/2  2 3/4   1 7/8   1 3/8   2 3/8   1 7/8  
  
</TABLE>  
  
The Company's Common Stock ($.10 par value) is traded in the over- 
the-counter market under the symbol "AUGR" (Cusip Number  
05272510).  The stock quotations set forth above, as published by  
the National Quotation Bureau, Inc., represent the highest and  
lowest bid and asked prices quoted by broker/dealers making a  
market in the Company's Common Stock.  Prices quoted do not  
include retail markup, markdown or commissions and may not reflect  
actual transactions in shares of the Company's stock.  Quotations  
for the Companys stock are also reported in the National  
Association of Securities Dealers, Inc. NASDAQ OTC Bulletin  
Board system.   
  
As of December 31, 1996, the number of holders of record of the  
Company's Common Stock was 237. The Company has never paid a cash  
dividend and there are no plans to do so in the near future.  (See  
Note 3 of "Notes to Financial Statements" for information as to  
the loan restriction on the payment of cash dividends).  
  
<TABLE>  
  
ITEM 6.  SELECTED FINANCIAL DATA  
  
Dollar amounts in thousands except per share data.  
<CAPTION>  
<S>  
  
                            <C>     <C>     <C>     <C>     <C>  
                            1996    1995    1994    1993    1992   
Operating results:  
        Net sales           $9,218  $9,559  $9,165  $9,678  $9,362   
        Net income             236     194     158     132      28       
        Net income per share   .21     .16     .12     .10     .02   
  
At year-end:  
        Total assets         7,132   6,688   6,106   5,841   6,637   
        Long-term debt       2,101   1,906   1,696   1,592   1,750   
  
</TABLE>  
No cash dividends have been declared.  
  
</PAGE>  
<PAGE>  
  
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  
CONDITION AND  
         RESULTS OF OPERATIONS  
  
General and Future Business Trends  
  
Liquidity and Capital Resources  
  
 	The Company has a revolving credit facility (maximum  
availability of $1,000,000, secured by accounts receivable) which  
is renewed annually in May.  Management believes that the current  
line of credit will again be renewed in 1997, and is sufficient to  
handle cyclical working capital needs.  (See Note 2 of "Notes to   
Financial Statements").  The Company also maintains a capital line  
of credit facility (maximum availability $3,000,000) secured by  
substantially all of the Company's capital assets which also  
renews annually in May, and management believes that this credit  
facility will again be renewed in 1997.  Management does not  
currently believe that increased credit availability will be  
required to finance planned capital expenditures in 1997, which  
are estimated at $1,000,000, to be used to upgrade computers,  
production equipment and for software development.  (See Note 3 of  
"Notes to Financial Statements").      
  
	Cash, in 1996, was provided from operating activities and  
long-term financing.  Cash from operations in 1996 (which includes net income
and depreciation)increased $90,000, to $1,286,000 ($1,196,000 in 1995,
and $1,120,000 in 1994).  The average collection days for accounts receivable
improved in 1996 to 67 days from 70 days in 1995 and 1994.  As of   
December 31, 1996 the Company's principal commitments consisted  
primarily of leases on facilities. There were no material  
commitments for capital expenditures at December 31, 1996.  
  
        The Company's principal uses of cash for investing  
activities in 1996 were for the development of the Company's  
Impact(tm) software family and for upgrades to the Company's  
primary computer equipment to maintain premium service to its on- 
line customers.  
  
        The Company's capital resources may be used to support  
working capital requirements, capital investment and possible  
acquisitions of businesses, products or technologies complementary  
to the Company's current business.  The Company believes that  
current cash reserves and cash flow from operations are   
sufficient to fund its operations in 1997.  However, during this  
period or thereafter, the Company may require additional  
financing.  There can be no assurance that such additional  
financing will be available on terms favorable to the Company, or  
at all.   
  
Results of Operations  
  
   Net Sales in 1996 decreased $341,000 to $9,218,000 due  
primarily to a decrease in print services sales of $693,000 in  
1996, which was partially offset by increased sales of the  
Company's Impact/ONLINE(tm) product line.  An increase in sales  
from $9,165,000 in 1994, to $9,559,000 in 1995, was realized as  
the first full year of Impact/ONLINE(tm) sales was reported. Sales  
prices remained constant in 1996, and in certain cases declined  
due to competitive pressures in some markets.  The Company's gross  
margins continue to improve, closing at 40% in 1996 up from 38%   
in 1995 and 32% in 1994.  Continued process improvements combined  
with a favorable product mix have been factors in the increase in  
gross margin.  Selling, general and administrative costs for 1996  
and 1995 remained at 33% of sales, up from 28% in 1994.  The  
Company's focus on sales and marketing of its new products with  
additional personnel and new product promotions have been the   
primary factor in this expense level.  Net interest expense in  
1996 was $253,000, up $31,000 from $222,000 in 1995, due to higher  
average balances on the Company's long-term credit facility.  In  
1994 net interest expense was $192,000.  
  
   Earnings per share continued to improve to $0.21 in 1996, from  
$0.16 in 1995, and $0.12 in 1994.  The Company anticipates that  
net revenues (excluding equipment) in 1997 will be unchanged.   
Management believes that favorable product mix and productivity  
improvements are expected to result in higher earnings and  
improved cash flow from operations.   
  
Information Relating To Forward-Looking Statements  
  
	This annual report to shareholders of the Company includes  
forward-looking statements which reflect the Company's current  
views with respect to future events and financial performance.   
The Company undertakes no obligation to publicly update or revise  
any forward-looking statements, whether as a result of new  
information, future events or otherwise.    
  
Impact of Inflation  
  
	Historical dollar accounting does not reflect changing costs  
for operations, the future cost for expansion and the changing  
purchasing power of the dollar.  Inflation generally impacts the  
Company in a negative manner, as prices cannot be adjusted quickly  
due to the contract nature of the business, while costs of   
personnel, materials and other purchases tend to escalate more  
rapidly.  However, inflation is not anticipated to have a material  
effect on the Company's business in the near future.  
  
  
</PAGE>  
<PAGE>  
  
  
ITEM 8.  FINANCIAL STATEMENTS  
  
REPORT OF INDEPENDENT AUDITORS  
  
  
The Board of Directors and Stockholders  
Auto-Graphics, Inc.  
  
We have audited the accompanying balance sheets of Auto-Graphics,  
Inc. as of December 31, 1996 and 1995, and the related statements  
of income, stockholders' equity, and cash flows for each of the  
three years in the period ended December 31, 1996.  These  
financial statements are the responsibility of the Company's   
management.  Our responsibility is to express an opinion on these  
financial statements based on our audits.  
  
We conducted our audits in accordance with generally accepted  
auditing standards.  Those standards require that we plan and  
perform the audit to obtain reasonable assurance about whether the  
financial statements are free of material misstatement.  An audit  
includes examining, on a test basis, evidence supporting the  
amounts and disclosures in the financial statements.  An audit  
also includes assessing the accounting principles used and  
significant estimates made by management, as well as evaluating  
the overall financial statement presentation.  We believe that our  
audits provide a reasonable basis for our opinion.  
  
In our opinion, the financial statements referred to above present  
fairly, in all material respects, the financial position of Auto- 
Graphics, Inc. at December 31, 1996 and 1995, and the results of  
its operations and its cash flows for each of the three years in  
the period ended December 31, 1996, in conformity with generally   
accepted accounting principles.  
  
  
ERNST & YOUNG LLP  
  
  
Riverside, California  
March 25, 1997  
  
</PAGE>  
<PAGE>  
  
<TABLE>  
AUTO-GRAPHICS, INC.  
BALANCE SHEETS  
December 31, 1996 and 1995  
<CAPTION>  
<S>                                     <C>              <C>  
ASSETS                                  DEC-31-1996      DEC-31-1995     
Current assets:  
  Cash                                  $   364,094      $   106,518  
  Accounts receivable, less allowance  
    for doubtful accounts ($38,000 in  
    1996 and 1995)                        1,882,305        1,979,245  
  Unbilled production costs                  94,143          163,517  
  Finished goods inventory                   28,939           60,946  
  Other current assets                      188,440          168,616  
Total current assets                      2,557,921        2,478,842  
  
Equipment and leasehold improvements,  
  at cost                                 9,589,699        8,279,491  
  Less accumulated depreciation           5,164,177        4,192,170  
  Net equipment and leasehold  
    improvements                          4,425,522        4,087,321  
  
Other assets                                148,507          121,543  
                                        $ 7,131,950      $ 6,687,706  
  
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current liabilities:  
  Accounts payable                      $   330,056     $    524,431  
  Deferred income                           444,388          490,167  
  Accrued payroll and related  
   liabilities                              191,290          187,901  
  Other accrued liabilities                 127,037           38,585  
  Current portion of long-term debt         655,000          505,000  
Total current liabilities                 1,747,771        1,746,084  
  
Long-term debt, less current portion      2,100,881        1,905,881  
  
Deferred taxes based on income              664,939          593,939  
Total liabilities                         4,513,591        4,245,904  
  
Commitments and contingencies (See Note 5)  
  
Stockholders' equity:  
  Common stock, $.10 par value,  
    4,000,000 shares authorized,  
    1,109,278 shares issued and  
    outstanding in 1996, and  
    1,130,478 shares issued and
    outstanding in 1995                     110,928         113,048  
  Capital in excess of par value	  1,138,651	  1,151,092  
  Retained earnings                       1,368,780       1,177,662  
  
Total stockholders' equity                2,618,359       2,441,802  
  
                                        $ 7,131,950     $ 6,687,706  
</TABLE>  
  
	See accompanying notes.  
  
</PAGE>  
<PAGE>  
  
<TABLE>  
AUTO-GRAPHICS, INC.  
STATEMENTS OF INCOME  
Years ended December 31, 1996, 1995, 1994  
<CAPTION>  
<S>                                     <C>             <C>             <C>  
                                        1996            1995            1994   
  
Net sales                               $ 9,217,937     $ 9,559,107     $ 9,164,849  
  
Costs and expenses  
  Cost of sales                           5,500,527       5,908,075       6,205,379        
  Selling, general and administrative     3,071,226       3,124,978       2,528,682     
  Interest                                  253,258         221,703         191,532  
                                          8,825,011       9,254,756       8,925,593  
  
Income from operations                      392,926         304,351         239,256  
  
  Other income                               33,980          53,819          54,922   
  
Income before taxes based on income         426,906         358,170         294,178  
  
  Provision for taxes based on income       190,000         164,000         136,000  
  
Net income                              $   236,906     $   194,170     $   158,178  
  
Net income per share                    $       .21     $       .16     $       .12  
  
</TABLE>  
</PAGE>  
<PAGE>  
  
  
<TABLE>  
STATEMENTS OF STOCKHOLDERS' EQUITY  
Years ended December 31, 1996, 1995, 1994  
  
<CAPTION>  
<S>                              <C>           <C>             <C>             <C>   
                                 Common        Common          Capital in 
                                 Stock         Stock           Excess of       Retained 
                                 Shares        Amount          Par Value       Earnings    
Balances  
  at January 1, 1994             1,304,866     $  130,487      $1,243,565      $1,066,823  
  Net income                          -              -               -            158,178 
    Common stock purchased 
    and retired                    (24,788)        (2,479)        (45,848)            
-     
  
Balances  
  at December 31, 1994           1,280,078        128,008       1,197,717       1,225,001  
  Net income                          -              -               -            194,170  
  Common stock purchased  
    and retired                   (149,600)       (14,960)        (46,625)        
(241,509)  
  
Balances  
  at December 31, 1995           1,130,478        113,048        1,151,092      1,177,662  
  Net income                          -              -                -           236,906  
  Common stock purchased  
    and retired                    (21,200)        (2,120)         (12,441)         
(45,788)  
  
Balances  
  at December 31, 1996           1,109,278     $  110,928       $1,138,651      $1,368,780  
  
</TABLE>  
  
	See accompanying notes.  
  
</PAGE>  
<PAGE>  
  
<TABLE>  
AUTO-GRAPHICS, INC.  
STATEMENTS OF CASH FLOWS  
Years ended December 31, 1996, 1995, 1994  
  
<CAPTION>  
<S>                                             <C>             <C>             <C>  
  
  
                                                1996            1995            1994     
Cash flows from operating activities:  
  
  Net income                                    $  236,906      $  194,170      $  158,178  
  
  Adjus(tm)ents to reconcile net  
    income (loss) to net cash provided   
    by (used in) operating activities:  
  
      Depreciation and amortization              1,048,639       1,001,821         961,486  
      Deferred taxes                                71,000         106,507          72,076  
      Changes in operating assets  
      and liabilities:  	        
        Accounts receivable                         96,940          72,519        (182,083)  
        Unbilled production costs                   69,374         (15,406)        (39,747)  
        Finished goods inventory                    32,007          (5,757)          8,837   
        Other current assets                       (19,824)         29,424         (21,743)  
        Other assets                               (26,964)        (29,355)        (25,455)  
        Accounts payable                          (194,375)        233,265        (128,645)  
        Deferred income                            (45,779)        161,754          77,188   
        Accrued payroll and  
           related liabilities                       3,389          52,226         (34,795)  
        Accrued other liabilities                  (16,601)        (70,262)         80,435   
        Interest and income taxes payable          105,055         (57,976)        (14,880)  
  
        Net cash provided by  
          operating activities                   1,359,767       1,672,930         910,852  
  
Cash flows from investing activities:  
  Capital expenditures                          (1,386,840)     (1,609,170)       (948,752)  
      
Cash flows from financing activities:  
  Borrowings under long-term debt                  900,000         715,000         554,000  
  Principal payments under debt  
    agreements                                    (555,000)       (450,000)       (450,000)  
  Repurchase of capital stock                      (60,349)       (303,094)        (48,327)  
    Net cash provided by (used in)  
      financing activities                         284,649         (38,094)         55,673   
  
Net increase in cash                               257,576          25,666          17,773   
Cash at beginning of year                          106,518          80,852          63,079  
  
Cash at end of year                             $  364,094      $  106,518      $   80,852  
  
Supplemental disclosures of cash flow information:  
  
  Cash paid during the year for:  
    Interest                                    $  253,258      $  221,703      $  191,532  
    Income taxes                                    21,691         100,883          98,804   
  
</TABLE>  
  
	See accompanying notes.  
</PAGE>  
<PAGE>  
  
AUTO-GRAPHICS, INC.  
NOTES TO FINANCIAL STATEMENTS  
December 31, 1996, 1995, and 1994  
  
1.	Summary of significant accounting policies and description  
of business.  
  
	Description of Business  
  
   		Auto-Graphics, Inc. provides software products and  
processing services to information and database publishers.  These  
products and services are used to create, maintain and distribute  
information databases through printed and/or electronic reference  
products.  Electronic products include compact disc (CD-ROM) and  
client/server software systems(Internet/Web).  
  
	Unbilled Production Costs  
  
   		Costs associated with work in process inventory  
including labor, materials, supplies, and overhead (excluding  
selling, general and administrative expenses) are stated at the  
lower of cost or net realizable value and are removed from  
inventory on an average unit cost basis.  
  
	Finished Goods  
  
   		Finished goods inventory consists primarily of  
computer and CD-ROM equipment held for sale and related spare  
parts and is stated at the lower of average cost or market.  
  
	Equipment and Leasehold Improvements  
  
   		Valuation of equipment and leasehold improvements is  
based on historical cost.  Equipment and leasehold improvements at  
December 31, 1996 and 1995 consist of the following:  
  
                                        1996            1995     
  
        Equipment                       $3,588,048      $3,449,380  
	Computer software and database	 5,258,209	 4,154,623  
        Furniture and fixtures             497,101         429,147  
        Leasehold improvements             246,341         246,341  
                                         9,589,699       8,279,491  
	Less accumulated depreciation  
          and amortization               5,164,177       4,192,170  
                                        $4,425,522      $4,087,321  
  
	Depreciation and Amortization  
  
		Depreciation:  Depreciation is based on the straight- 
line method over the estimated useful life of the asset and  
commences in the year the asset is placed in and/or is available  
for service or sale based on the half-year convention method.    
	  
		Amortization:  Certain costs incurred related to the  
development and purchase of computer software are capitalized and  
amortized in accordance with Statement of Financial Accounting  
Standards No. 86.  Amortization is based on a ratio of current and  
future revenues (the ratio method) or, at a minimum, the straight- 
line method, based on the full year convention in the first year  
of product availability. Amortization of computer software was  
approximately $501,000 in 1996, $452,000 in 1995, and $407,000 in  
1994.  
	  
	The following estimated useful lives are generally observed  
for the respective asset categories:  
  
		Equipment              - 5 to 15 years  
		Computer software  
		   and databases       - 5 to  7 years   
		Furniture and fixtures - 5 to 10 years  
                Leasehold improvements - the lesser of 5 to 15 years or 
                                                the lease term 
  
	Depreciation and amortization was $1,049,000 in 1996  
($1,002,000 in 1995 and $961,000 in 1994).    
	  
Other Assets  
  
		Investment in Datacat, Inc.  
  
		In 1990, the Company acquired a 50% interest in  
Datacat, Inc.  Datacat was formed to market a new technology  
developed by the Company for the production of parts catalogs for  
the wholesale heating, ventilation and air conditioning, and   
refrigeration (HVACR) industry.  The investment has been accounted  
for using the equity method wherein equity in the losses of  
Datacat have been offset against investments in and advances to  
Datacat.  Losses in excess of investments and advances of  
approximately $222,000 have not been recognized and will be  
applied to subsequent earnings, as they are realized.  The Company  
has not guaranteed the obligations of Datacat, and is not  
obligated to provide any further financial support to Datacat.    
  
		The other 50% shareholder in Datacat, and a wholly  
owned affiliate of such shareholder which rendered printing  
services to Datacat payment of which has been deferred and treated  
as a capital investment by the partners, have filed an action  
disputing payment by Datacat to the Company, for certain database   
creation and maintenance services rendered by the Company to  
Datacat prior to 1994, as unauthorized or excessive.  The Company  
anticipates the resolution of such matters in favor of Datacat,  
and thus the Company; and, in any event, the Company does not  
expect the outcome of such dispute will have a materially adverse  
effect on the Company's financial position or results of  
operations.     
  
	Use of Estimates  
  
			The preparation of the financial statements of  
the Company requires management to make estimates and assumptions  
that affect reported amounts.  These estimates are based on  
information available as of the date of the financial statements.   
Actual results may differ from those estimated.  
  
	Income Recognition  
  
   		Revenues are recognized as services are rendered or  
when finished goods are shipped to customers.  Certain future  
software support costs are accrued in accordance with AICPA  
Statement of Position (SOP) 91-1.    
  
	Income Taxes  
  
   		Deferred tax assets and liabilities are recognized for  
the expected future tax consequences of events that have been  
recognized in the Company's financial statements or tax returns.  
  
  
	Reclassification  
	  
		Certain amounts reported in prior years have been  
reclassified for consistent presentation with the current period.  
  
	Net Income Per Share  
  
   		Per share calculations are based on the weighted  
average number of shares of common stock outstanding during each  
year.  
  
  
2.	Note Payable to Bank.  
  
	The Company has a revolving credit agreement under which  
borrowings are secured by accounts receivable, whereby the Company  
may borrow against its eligible accounts receivable up to a  
maximum of $1,000,000 ($1,000,000 available at December 31, 1996)  
with interest at 0.5% above the bank reference rate (8.25% at   
December 31, 1996). The credit facility is renewable annually in  
May.  There was no outstanding balance at December 31, 1996 or  
December 31, 1995.  During the year ended December 31, 1996, the  
approximate average borrowings outstanding were $175,000 ($241,000  
in 1995), the approximate weighted average interest rate   
was 8.8% (9.3% in 1995), and the maximum amount of month-end  
borrowings outstanding was $425,000 ($675,000 in 1995).  The  
averages were computed based on the borrowings outstanding and the  
applicable interest rate at the end of each month. There are no  
compensating balance requirements, commitment fees or note  
guarantors.  This agreement contains the same loan covenants as  
the capital line of credit note payable. At December 31, 1996, the  
Company was in compliance with its loan covenants.  
  
  
3.	Long-term Debt.  
  
	Long-term debt at December 31, 1996 and 1995 consists of the  
following:  
  
                                                    1996           1995     
	Capital line of credit due in monthly   
        installments of $50,000 ($37,500 in
        1995) plus interest at the bank reference
        rate plus .75% (9.0% at December 31,
        1996) through 2001;secured by software,
        equipment, and leasehold improvements
        with a net book value of approximately
        $4,042,000 at December 31, 1996.           $2,645,881      $2,245,881  
	  
	Note payable to stockholder due in 
                annual installments of $55,000 
                plus interest at 5.5% per annum       110,000         165,000  
  
        Total long-term debt                        2,755,881       2,410,881  
	  
        Less current portion                          655,000         505,000  
  
        Long-term portion                          $2,100,881      $1,905,881  
  
        Maturities of Long-Term Debt due after one year are:  1997--$655,000;
        1998--$655,000; 1999--$600,000; 2000--$600,000 and 2001--$245,881.  
  
      The capital line of credit at December 31, 1996 provides for maximum
borrowings of $3,000,000 for the purchase of equipment and software, and
financing of up to $1,000,000 in internal software development costs.  The
capital line of credit is subject to renewal annually in May. Among other
requirements, the capital line of credit requires the Company to maintain
minimum financial covenant ratios, and prohibits the payment of cash
dividends.  There are no commitment fees, compensating balance requirements
or note guarantors.  At December 31, 1996, the Company was in compliance
with its loan covenants.
  
        In June 1995, the Company entered into a stock repurchase agreement
with a former director of the Company, whereby the Company agreed to
purchase and retire, in 1995, 115,000 of 141,000 shares of Company stock
owned by the stockholder.  The total transaction cost of $230,000 will be
paid in four annual installments beginning in 1995 plus interest of 5.5%
per annum ($65,000 paid in June 1995, $55,000 paid in June 1996 and $55,000
to be paid in June 1997 and 1998).  
  
4.	Taxes Based on Income.  
  
	The provision for taxes based on income is composed of the  
following for the  
		years ended December 31:  
  
                                 1996            1995            1994    
  Current taxes based on income  
                        Federal  $ 69,000        $ 32,000        $ 47,000  
                        State      43,000          38,000          28,000  
                        Foreign        --              --           8,000  
		  
                                  112,000          70,000          83,000  
  
 Deferred taxes based on income  
                        Federal    78,000          94,000          49,000  
                          State        --              --           4,000  
	  
                                   78,000          94,000          53,000  
  
                                 $190,000        $164,000        $136,000  
  
	A reconciliation of the provision for taxes based on income  
follows for the   
	years ending December 31:  
  
                                  1996            1995           1994  
  
  Statutory federal income tax    $145,200        $122,000       $100,000  
  State tax, net of federal 
     benefit/other                  28,500          24,400         21,000  
  Tax effect of exclusion on meals  
        and entertainment (50%)     14,200          13,400         14,500  
  Tax effect of insurance premiums 
        on officers' lives           2,100           4,200            500  
  
                                  $190,000        $164,000       $136,000  
  
	The deferred tax assets and liabilities are composed of the  
following at   
		years ending December 31:  
  
                                  1996            1995           1994    
  
  Deferred tax liabilities:  
  Tax over book amortization and   
            depreciation          $665,000        $594,000       $487,000  
  
  Deferred tax assets:  
  Bad debts/accrued vacation/other  54,000          66,000         57,000 
  Investment tax credit                 --              --         14,000  
  State taxes                       15,000          10,000         11,000  
  
  Total deferred tax assets         69,000          76,000         82,000  
  
  Valuation allowance                    0               0              0  
  
  Net deferred tax assets - current 69,000          76,000         82,000  
  
  Net deferred tax liability      $596,000        $518,000       $405,000  
	  
  
  
5.	Commitments and Contingencies.  
  
	The Company incurred total facilities and equipment lease  
and rental expense of approximately $474,000 in 1996, $486,000 in  
1995, and $443,000 in 1994.  The Company is obligated under  
certain noncancellable operating leases for office facilities and  
equipment.  
  
	Approximate minimum lease commitments are as follows:  
  
        Years ended                      Operating  
        December 31,                        Leases     
        1997                             $  474,000  
        1998                                465,000  
        1999                                448,000  
        2000                                448,000  
        2001                                224,000  
	Total minimum lease payments	 $2,059,000  
  
6.	Related Party Transactions.  
  
	The Company leases its corporate office and production  
facility from a limited partnership owned by two principal  
officer/stockholders of the Company payable at $37,345 per month  
(plus expenses and applicable increases based on the consumer  
price index) through June 2001 under the second of two five-year   
renewal options.  The five-year lease with options, which was  
entered into in June 1986, was approved and authorized by the  
independent members of the Company's Board of Directors.  
  
	During 1996, the Company sold processing services of  
$264,000 to Datacat, Inc. for resale to Datacat's customers.  At  
December 31, 1996, net accounts receivable from and advances to  
this affiliate totaled $84,455.    
  
	The Company entered into a stock repurchase agreement in  
February 1995, with a former employee and officer, and current  
director,  of the Company, Douglas K. Bisch, whereby the Company  
agreed to purchase and retire, over a seven year period, 156,000  
of 171,000 shares of Company stock owned by Mr. Bisch.  The total
transaction cost    of $825,000 includes stock, non-competition and
consulting fees.  In January    1996, the Company purchased and retired
the second block of 15,600 shares.
</PAGE>  
<PAGE>  
  
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  
ACCOUNTING AND FINANCIAL DISCLOSURE  
  
	Not applicable.  
  
  
</PAGE>  
<PAGE>  
PART III  
  
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT  
  
The following table sets forth the names and ages of, and the  
positions and offices within the Company presently held by, all  
directors and officers of the Company:  
  
      Name      	Age	                    Position                      
  
Douglas K. Bisch	 75	Director.  Has served in management  
                                capacities for more than ten 
years.  
  
Robert H. Bretz          53     Director and Assistant Secretary.   
                                Attorney who has acted as the Company's 
                                outside general legal counsel for more 
                                than ten years. 
  
Robert S. Cope          61      Director, President and Treasurer.  
                                Has served in those capacities for more than 
                                ten years. 
  
William J. Kliss	 49	Chief Operating Officer.  Has served the  
                                Company in this capacity for one year, 
                                prior to this position Mr. Kliss served as 
                                the Company's Vice President and General 
                                Manager of Library Services for two years. 
                                Mr. Kliss served as Vice President of
                                Operations at Scan-Optics, Inc. for fifteen 
                                years prior to beginning his employment with 
                                the Company. 
  
Daniel E. Luebben	48	Chief Financial Officer and Secretary.   
                                Has served in those capacities for one year, 
                                prior to these positions Mr. Luebben served 
                                as the Company's Vice President Library
                                Operations and Controller for the past six
                                years.  Mr. Luebben served as Controller for 
                                Ultrasystems Defense, Inc. prior to his 
                                employment with the Company. 
  
Directors serve until their successors are elected and qualified  
at the annual meeting of stockholders.  All executive officers  
serve at the discretion of the Company's Board of Directors.  
  
</PAGE>  
<PAGE>  
  
ITEM 11.  EXECUTIVE COMPENSATION  
  
A definitive Proxy Statement will be filed with the Securities and  
Exchange Commission ("the Commission") pursuant to Regulation 14A  
within 120 days after the close of the Company's most recent  
calendar year and, accordingly, Item 11 is incorporated by  
reference to said definitive Proxy Statement.  The Proxy Statement   
includes information covering this item under the caption  
"Compensation of Executive Officers."  
  
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND  
MANAGEMENT  
  
A definitive Proxy Statement will be filed with the Securities and  
Exchange Commission ("the Commission") pursuant to Regulation 14A  
within 120 days after the close of the Company's most recent  
calendar year and, accordingly, Item 12 is incorporated by  
reference to said definitive Proxy Statement.  The Proxy Statement   
includes information covering this item under the caption  
"Security Ownership of Certain Beneficial Owners and Management"  
and "Nominees for Election as Directors."  
  
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS  
  
A definitive Proxy Statement will be filed with the Securities and  
Exchange Commission ("the Commission") pursuant to Regulation 14A  
within 120 days after the close of the Company's most recent  
calendar year and, accordingly, Item 13 is incorporated by  
reference to said definitive Proxy Statement.  The Proxy Statement   
includes information covering this item under the caption "Certain  
Relationships and Related Transactions."  
</PAGE>  
<PAGE>  
  
	PART IV  
  
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON  
FORM 8-K  
  
        (a) Financial statements and financial statement schedules  
            and exhibits:  
  
           (1) Financial Statements:  See Item 8.  "Financial  
               Statements."  
  
           (2) All schedules are omitted since the required information
               is not present or not present in amounts sufficient to
               require submission of the schedule, or because the information
               required is included in the financial statements, including
               the notes thereto.
  
           (3) Exhibits:  
  
              3.1    Articles of Incorporation of Auto-Graphics, Inc., 
              as amended (incorporated by reference as filed with the SEC 
              as Exhibit 3.1 to Item 14(a) in the registrant's Annual Report 
              on Form 10-K for the fiscal year ended December 31, 1989).  
  
              3.2    Bylaws, as amended (incorporated by reference as filed 
              with the SEC as Exhibit 3.2 to Item 14(a) in the registrant's 
              Annual Report on Form 10-K for the fiscal year ended
              December 31, 1989).
		  
              10.7    Agreement between Gannam/Kubat Publishing, Inc. and 
              Auto-Graphics, Inc. regarding Datacat, Inc. dated  June 12, 1990 
              (incorporated by reference as filed with the SEC as Exhibit 
              10.6 to Item 14(a) in the registrant's Annual Report on Form 
              10-K for the fiscal year ended December 31, 1990). 
  
              10.8    Lease Agreement between 664 Company and Auto-Graphics, 
              Inc. dated May 27, 1986 (incorporated by reference as filed 
              with the SEC as Exhibit 10.7 to Item 14(a) in the registrant's 
              Annual Report on Form 10-K for the fiscal year ended
              December 31, 1990).
  
              10.9    Agreement by, between and among Auto-Graphics, Inc. 
              and Douglas K. and Ruth T. Bisch executed February 15, 1995 
              (incorporated by reference as filed with the SEC as Exhibit 
              10.9 to Item 14(a) in the registrant's Annual Report on Form 
              10-K for the fiscal year ended December 31, 1994). 
  
              10.13   Stock Purchase Agreement by, between and among 
              Auto-Graphics, Inc. and Cary A. and Geri W. Marshall executed 
              June 13, 1995 (incorporated by reference as filed with the 
              SEC as Exhibit 10.13 to Item 14(a) in the registrant's Annual 
              Report on Form 10-K for the fiscal year ended December 31, 1995).
  
              10.14   Pleadings in Diversified Printing and Publishing, Inc. 
              v. Datacat, Inc., Datacat, Inc. v. Diversified Printing and
              Publishing, Inc., Gannam/Kubat Publishing and Nasib Gannam, 
              and Gannam/Kubat Publishing, Inc. v. Robert S. Cope and 
              Auto-Graphics, Inc., Orange County Superior Court
              Case No. 766 695.
		  
              10.15   Third Amended and Restated Revolving Credit Agreement, 
              Accounts and Equipment, between UNION BANK OF CALIFORNIA, N.A. 
              and AUTO-GRAPHICS, INC. dated June 12, 1996. 
		  
              10.16   Revolving Equipment/Capitalized Development Costs 
              Note between UNION BANK OF CALIFORNIA, N.A. and AUTO-GRAPHICS, 
              INC. dated June 12, 1996. 
  
              10.17   Revolving Credit Note between UNION BANK OF CALIFORNIA, 
              N.A. and AUTO-GRAPHICS, INC. dated June 12, 1996. 
  
              10.18   General Security Agreement between UNION BANK OF
              CALIFORNIA, N.A. and AUTO-GRAPHICS, INC. dated June 12,1996. 
  
	(b)	The Company has not filed any reports on Form 8-K during the 
        last quarter of the period covered by this Report. 
  
	(c)	The following document is filed herewith for information 
        purposes, but is not part of this Annual Report, except as otherwise 
        indicated:  None. 
  
	(d)	None.  
  
SIGNATURES  
  
	Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the Registrant has duly caused this 
report to be signed on its behalf by the undersigned, thereunto duly 
authorized.  
  
                         AUTO-GRAPHICS, INC.  
                        (Registrant)  
  
  
Date:  3/31/97           By  ss/  Robert S. Cope                
                                  Robert S. Cope, President, 
Treasurer  
                                  and Director  
  
	Pursuant to the requirements of the Securities Exchange Act  
of 1934, this report has been signed below by the following 
persons on 
behalf of the registrant and in the capacity and on the dates 
indicated.  
  
  
  
Date:  3/31/97           By  ss/  Robert S. Cope                
                                  Robert S. Cope, President, Treasurer  
                                  and Director  
  
  
  
Date:  3/31/97           By  ss/  Daniel E. Luebben             
                                  Daniel E. Luebben, Secretary and   
                                  Chief Financial Officer  
  
  
  
Date:  3/31/97           By  ss/  Robert H. Bretz               
                                  Robert H. Bretz, Director  
  
</PAGE>