<PAGE>

Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-K


[X]	Annual report pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934 [Fee Required]

[ ]	Transition report pursuant to Section 13 or 15(d) of the 
Securities
Exchange Act of 1934 [No Fee Required]

For the transition period from                 to                

For the Fiscal Year ended			Commission File Number
   December 31, 1998				  0-4431


AUTO-GRAPHICS, INC.
(Exact name of registrant as specified in its charter)

            California             		             95-2105641         
  (State or other jurisdiction of			    (I.R.S. employer
  incorporation or organization)			 identification number)


  3201 Temple Avenue
        Pomona, California         		                91768           
       (Address of principal					  (Zip Code)
        executive offices)

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 non-affiliates of the 
registrant was $662,000 as of March 23, 1999.

The number of shares of the registrant's Common Stock outstanding was 
1,064,478 as of March 23, 1999.

DOCUMENTS INCORPORATED BY REFERENCE

The definitive Proxy Statement to be filed pursuant to Regulation 14A 
for the fiscal year ended December 31, 1998 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>


<PAGE>

PART I

ITEM 1.  BUSINESS

Auto-Graphics, Inc. including its wholly-owed A-G Canada, Ltd. and 
Datacat, Inc. subsidiaries (the "Company") provides software products 
and services used to create, organize, manage, and deliver electronic 
databases and information via the Internet/Web and/or other electronic 
media such as CD-ROM and via traditional publication media such as 
print.

Revenue is generated from direct sales, licensing and support of these 
software products and services through outsourcing contracts to provide 
hardware, software and other facilities to manage customer Web sites 
(Web Hosting), and by using this technology to distribute "content" via the 
Company's own Web sites.

The Company's products and services are presently sold into three 
primary customer categories:  

	1)	Libraries, especially library consortia requiring systems to 
create, organize, manage, publish and access large bibliographic and 
holdings databases of multiple institutions used to implement resource 
sharing initiatives and services;

	2)	Corporate publishers, primarily manufacturers and 
distributors, who publish catalogs and promotional content used in their 
sales and marketing programs.  The Company's capability, and customer's 
needs, now extends into e-commerce applications as a result of the 
Company's Internet/Web and database information expertise; and

	3)	Traditional database publishers (encyclopedias, dictionaries 
and bibles) who use the Company's products and services to manage the
editorial process and create valuable content.  Internet/Web 
distribution is a natural extension for these customers.


Products

Impact/CMS (Content Management System) is a modular and expandable 
editorial system that allows users to create, organize and manage 
information for multi-purpose publishing.  Data structures are SGML/XML 
and are particularly suited to database applications.  The system can be 
configured from single user to enterprise systems.  Editorial control, 
iteration management and SGML/XML DTD validation are important features 
of the Company's Impact/CMS product line.

Impact/CMS/Frame incorporates a module including Adobe's Frame+SGML 
software to provide WYSIWYG graphics and interactive database 
composition.

Impact/CD is the system used to index, format and output SGML/XML/HTML 
data for CD-ROM distribution.  The user interface is provided in Windows 
or Web browser formats.

Impact/Web is the system used to build Web sites from SGML and XML data 
formats. HTML display is created "on the fly" allowing basic data 
structures to stay intact and providing greater page design flexibility.  
Customizing modules include e-commerce features providing ordering, 
credit card purchasing, multi-tier pricing and content scoping controls.  
These features provide users with capabilities to customize Web sites to 
individual requirements.


Applications

The Company provides outsourcing services to various types of customers.  
The Company has been contracted by the State of Texas to create a Web-
based system providing library services to approximately 7,000 school 
libraries.  To date, over 3,500 users are already included in this Texas 
state-wide system.  The Company has similar contracts with the States of 
Kansas, Oklahoma, Tennessee and the Canadian Provinces of British 
Columbia and Ontario, and is the announced winning bidder for a state-wide 
contract with the State of Connecticut.  Customers also include regional 
library organizations in the States of Illinois, New Jersey, Michigan, 
Ohio, and New Hampshire.

The Company's outsourced Internet/Web database management services 
presently support approximately 7,500 distinct library sites, enabling 
library users to access these library services via the Internet from 
their offices and homes as well as from within the library.  This large 
number of customer/users demonstrates the Company's ability to handle 
large capacity Internet communications assignments.  

The Company has developed a bibliographic database containing over 32 
million records together with the holdings of U.S. and most Canadian 
public and university libraries, and including five million authority 
records.  Through the Company's Internet/Web software, the Company provides 
bibliographic records for use by its U.S. and Canadian library customers.

In the case of the Company's manufacturing and distribution catalog 
products, the Company provides services and Internet/Web software to 
create, maintain and provide access to product databases for these 
customers.  One example is an HVACR-specific product database which is 
available on an annual site license basis to wholesalers in the HVACR 
(heating, ventilation, air conditioning and refrigeration) industry.  
This HVACR database, combined with the Company's Internet/Web software, 
provides HVACR wholesalers an ability to quickly and easily put their 
custom catalog on the Internet.  The Company's software flexibility 
provides customers with the capability of individualizing their Internet 
catalogs to include features such as custom indexing, multi-tier 
pricing, customer specific pricing and order entry (e-commerce).  From 
the database which is published on the Internet/Web, the Company's customer 
also has the ability to publish CD-ROM and print catalogs.

The Company's Web access and Internet connectivity products and 
services, developed over the last five years for the library and 
publishing industries, provide the Company with the opportunity to 
further develop, and package this technology and expertise for use by 
a much broader category of customers.  The Company is now in a position 
to begin marketing a complete Internet/Web database, information and 
knowledge management solution for utilization by customers, operated 
internally or on an outsourced "host" basis by the Company, for use both 
within the enterprise and outside the enterprise by suppliers, customers 
and other categories of users for whose benefit the Company's customer 
wants to provide access to this system.

The Company's product line now allows businesses to create database 
content electronically, to organize and manage information then deliver 
it over the Internet and/or via traditional media such as CD-ROM and 
printed catalogs and other materials.  The Company has developed and 
is refining an SGML "editor" software product for sale to business and 
other users who want to create, organize, maintain and publish large 
content database products in multi-media form. 

In addition to the Company's Internet/Web database information and 
knowledge management products and services, the Company will continue to 
provide ancillary services required by the customers/markets it 
currently serves.  These ancillary services include database entry and 
database "clean-up", conversion and database loading services.  These 
services enable customers to quickly and easily create an electronic 
database of information which may then be managed by the customer using 
the Company's suite of software and services.  


Product Development

Core software embraces industry standard data structures, such as XML, 
SGML, and standards specific to the markets served, such as MARC and 
Z39.50 in the library industry.  These standards afford customers the 
ability to create, organize, manage and output information/knowledge 
databases for the benefit of the enterprise and its customers, suppliers 
and other category of users independent of the media used to publish 
this data.

Flexibility in the ability to distribute and use information/knowledge 
by an enterprise is increasingly a primary goal and is the underlying 
premise of the Company's Internet/Web products and services.  All new 
product development is being written in C++ and runs on Microsoft 
NT/Intel platforms.  The Company is using N-tiered architecture to allow 
for customer implementation flexibility.  Microsoft SQL server provides 
the database engine for the second generation of the Company's flagship 
Impact/Online software product family. Development is based on an 
architecture that will work on multiple computers affording the system 
the ability to grow as the Company's needs increase.

The Company provides its outsourcing customers a full T-1 and a back-up 
T-1 data communication line with automatic re-routing to enhance "fail-
safe" communication.  

Internet connections ("hits") to Web pages maintained by the Company 
represent important information as to usage/capability.  In 1998, this 
online activity increased [at an average rate of] 133% over 1997.  Hits 
per month reached over 2 million early in 1999, and are expected to 
double again by the end of the year.


Marketing

Products are distributed to specific markets discretely branded even 
though the technology may be similarly applied across all markets 
served.  In addition to corporate office marketing staff, the Company 
maintains a small direct sales force for each of the individual markets 
(library, publishing and Datacat-HVACR) it currently serves.  Marketing 
activities include public relations, advertising, attendance at industry 
trade shows, and targeted mail campaigns.

Products sold to the library market are generally sold by response to 
RFP's (requests for proposals) and, more frequently than not, 
competitive bidding managed by governmental purchasing departments.  
The Company maintains a proposal writing department.  Recently, the 
Company's marketing strategy has included Internet advertising and sale 
to complement the Company's sales force in the field. Price points for the 
Company's various products/services are instrumental in determining the 
type of sales effort deployed by the Company, except that Internet 
advertising is used in all markets for the Company's products regardless 
of the price point of the various products/services.

With the introduction by the Company of its Internet-centric line of 
products, branded advertising has changed somewhat.  As indicated above, 
these Internet/Web products are now branded for a specific market.  
However, as to the library market the Company continues to market its 
products and services under the Company name (not by the name of the 
specific suite of software products and services used by these library 
customers).  

The Company's strategy for its Internet-centric products and services in 
the future includes the continued introduction of new products/services 
to the customers and markets the Company currently serves, and to further 
develop and refine these products for introduction and marketing to 
customers and markets not currently served by the Company.  The Company's 
strategy for entering new markets in the future will include efforts to 
utilize strategic relationships with other companies who are already 
present or are otherwise knowledgeable about these prospective 
customers/markets.  

To be successful in these new products/services, customers and markets, 
the Company will need to be able to create, finance, develop and 
implement a new marketing initiative and capability designed to introduce 
and market its Internet/Web line of products and services to prospective 
users who are not already familiar with the Company, its products/services 
and/or their capabilities.  The Company must compete successfully with other 
companies, many of whom will be larger, more established, better 
financed, more recognized and more experienced in the introduction, 
development, marketing, sales and service of the same or similar products 
and services to these targeted new customers/markets in a rapidly changing 
technological and distribution environment.  

Accordingly, there can be no assurances that the Company will be able to 
launch, sustain and profit in the near or long term from these new 
products/services, customers and markets initiative.  Likewise, no 
assurances can be given that the Company will be successful in efforts 
to develop and utilize a strategic alliances strategy to assist in efforts 
to introduce and market its Internet/Web products and services to a broader 
range of customers/markets. However, as the market for managing and 
distributing information and knowledge continues to change, the Company 
intends, as it has in the past, to be responsive to the changing needs and 
requirements of customers by offering new products and services representing 
advances in the information/knowledge industry for the benefit of all 
concerned.


Competition

The Company was an early entrant into the computerized database 
composition business and industry, and believes it may have been 
offering these products and services longer than any of the other companies 
in competition with the Company today in respect of these products/services 
to the library and publishing markets.  In the library market, the 
Company competes with numerous companies, such as OCLC Online Computer 
Library Center, Inc., which are larger with substantially greater resources 
than are available to the Company and offer a wider variety of products and 
services for the library industry.  Although the Company has been 
successful to date in securing most of the awarded contracts involving 
the development and implementation of Internet/Web based "online" 
bibliographic catalog and interlibrary loan services systems for state-
wide, regional or other consortia of libraries, if this category of 
library products/services business continues to grow, as the Company 
believes should be the case, increased emphasis on this products/services 
niche of the library market can be expected to generate increased 
attention, capability and effort by one or more of the Company's 
competitors in this now relatively small niche of the library market.

The software and computerized database processing services business for 
corporate and traditional publishing is highly competitive. There are no 
definitive market share statistics available.  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 are awarded according to the results of 
market pricing, competitive bidding, technical capability, customer 
relationship and/or past performance.

In seeking to expand its customers/markets in the Internet/Web 
publishing market, the Company can be expected to face intense 
competition from existing and future competitors with substantially 
greater financial, technical, marketing, distribution and other resources 
than the Company and, therefore, may be able to respond more quickly than 
the Company can to new challenging opportunities, technologies, standards 
or customer requirements.  The Company will compete with other large, 
well-known software development and Internet/Web database platform companies 
that offer a variety of software products.  The Company will also compete 
with a number of medium-sized, small and start-up companies that have 
introduced or are developing Internet/Web development, management, 
publishing and e-commerce products.  Increasing competition could result 
in pricing pressures negatively impacting margins available to companies 
competing in this market and could make it difficult or even impossible 
for the Company to gain recognition and acceptance of its particular 
line of these products and services.  Of course, it is also possible that 
companies that are now or in the future may be competing in the broader 
market where the Company is seeking to compete may determine to enter 
the Company's traditional markets with adverse impact on the Company as a 
result of this new competition.   

Company Background

The Company was founded In 1950 and incorporated in 1960 in the State of 
California.  Beginning in 1964, the Company was one of the pioneers in 
computerized typesetting and database composition services for the 
library and publishing industries.  Over the years, the Company has 
migrated its products and services to the most current technology required 
to address changing customer needs and requirements.  The Company started 
in print, moved to microfilm/fiche and then to CD-ROM as the media of choice 
for its products/services, and is now completing the process of adapting its 
products and services to the prevailing Internet/Web environment.  In 
1998, revenues attributable to the Company's Internet/Web products and 
services grew by 33%.  In 1999, these revenues will again increase, and 
should account for over 50% of the Company's total revenues in 1999.  

Offices/Employees

The Company's main office is in Pomona, California, in the greater Los 
Angeles area.  The Company's wholly-owned Canadian subsidiary, A-G 
Canada, Ltd., is located in Toronto, Canada.  Marketing representatives are 
located in California, Florida, New York, Washington State, Washington 
D.C. and Toronto, Canada.  There are approximately 100 employees in all 
locations.


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 substantially occupied and should be 
adequate for the Company's anticipated growth 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 
Consolidated Financial Statements" and Item 13. "Certain Relationships 
and Related Transactions").

ITEM 3.  LEGAL PROCEEDINGS

None.

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

None.

</PAGE>
<PAGE>

PART II


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

Stock quotations.

                            1998             	        1997              
                     Bid          Asked    	   Bid          Asked     
Price Range	     High    Low   High    Low     High   Low    High   Low  

1st Quarter	     2.625  2.625  4.000  3.500    2.250  2.000  3.250 2.375
2nd Quarter	     3.500  2.625  5.625  3.500    2.000  1.625  2.750 2.000
3rd Quarter	     5.500  3.625  7.500  4.000    2.125  1.750  4.500 3.500
4th Quarter	     2.750  2.500  4.000  3.000    2.625  2.500  4.250 2.625

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 closing 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 Company's stock are also reported 
on the OTC Bulletin Board.

As of December 31, 1998, the number of holders of record of the 
Company's Common Stock was 214.  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 Consolidated Financial Statements" for information as to 
the loan restriction on the payment of cash dividends).

ITEM 6.  SELECTED FINANCIAL DATA

Dollar amounts in thousands except per share data.
(See Note 1 of "Notes to Consolidated Financial 
	Statements" under "Other Assets")

                                 Years Ended December 31               
                    1998  	 1997  	 1996  	 1995  	 1994   
Operating results:
Net sales		$ 9,099	$10,036	$ 9,218	$ 9,559	$9,165
Net income/(loss)	 (1,065)	    212	    236	    194	   158
Earnings /(loss)
	per share	 ( 1.00)	    .19 	    .21	    .16	   .12

At year-end:
Total assets	  7,573	  8,852	  7,132	  6,688	 6,106
Long-term debt	  2,588	  2,911	  2,101	  1,906	 1,696

No cash dividends have been declared.

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

General and Future Business Trends

Liquidity and Capital Resources

Management believes that liquidity and capital resources will be adequate 
for operations in 1999.  The Company has a revolving credit facility with 
maximum availability of $1,250,000 ($1,250,000 available at December 31, 
1998), secured by accounts receivable, renewable every year.  Management 
believes that the current line of credit will again be renewed in 1999 and 
is sufficient to handle the Company's cyclical working capital needs. (See 
Note 2 of "Notes to Consolidated Financial Statements").  The Company also 
maintains a capital line of credit facility with a maximum availability of 
$3,000,000 (fully utilized at December 31, 1998), secured by substantially 
all of the Company's capital assets, renewable every year.  Management 
believes that this credit facility will again be renewed in 1999.  
Management believes that increased credit availability may be 
required to finance planned capital expenditures in 1999 which are 
estimated at $1,200,000, to be used to upgrade Internet server computers 
and for software development primarily for the next generation of 
Impact/ONLINE software required to accommodate the growing number of 
libraries, and resulting increasing volume of transactions, using the 
Company's Internet/Web product. The Company is evaluating alternative 
means of financing this investment, including lease financing for  planned 
computer hardware purchases.  The Company obtained an additional credit 
facility of $750,000 used to fund the 1997 acquisition of the Company's 
Canadian subsidiary.  The term note is a three year note with interest 
only for 12 months followed by a 24 month amortization schedule.  In 
January 1998, the Company prepaid $375,000 of the term loan.  The balance 
outstanding at December 31, 1998 was $375,000 and the loan is scheduled to 
be repaid by June of 2000.  (See Note 3 of "Notes to Consolidated 
Financial Statements").

In 1998, cash flow provided by operating activities increased $226,000, to 
$1,310,000, from $1,084,000 in 1997.  Cash flow attributable to non-cash 
depreciation and amortization was $1,676,000, collection of accounts 
receivable was $639,000 and additional customer advances (deferred income) 
was $278,000 in 1998.  The average collection days for accounts receivable 
was unchanged at 66 days in both 1998 and 1997. The substantial decrease 
in accounts receivable of 28% resulted from the decrease in fourth quarter 
sales in 1998, down 27% from the prior period.  (See Results of Operations 
below).  At December 31, 1999, the Company's principal financial 
commitments involved the lease of corporate facilities in Pomona, 
California and Toronto, Ontario. 

The Company's principal uses of cash for investing activities, $968,000 in 
1998 and $2,141,000 in 1997, were for the continuing development of the 
Company's Impact/ONLINE software, and for upgrades to the Company's 
computer equipment (Internet servers) to expand and enhance online service 
to the Company's current and prospective Internet/Web customers.

Liquidity was adversely affected by the decline in sales in 1998 and 
resulting net loss of $1,065,000 ($1,462,000 before tax benefit).  
(See Results of Operations below).  Working capital at December 31, 
1998 was ($459,000) versus $340,000 in 1997.  As a result of the loss, 
the Company was in non-compliance with two financial ratio loan covenants 
under its bank credit facility in the quarter ending September 30, 1998, 
and five financial ratio loan covenants for the year ended December 31, 
1998.  The Company was also in non-compliance with financial ratio loan 
covenants for the quarter ended March 31, 1999.  The Company's bank agreed 
to waive default rights under the Company's bank loans pertaining to all 
these financial ratio loan covenant violations through March 31, 1999, and 
further agreed to reduce and in some cases eliminate these financial ratio 
loan covenants on a going forward basis.  The Company is in the process of 
re-negotiating terms and conditions of its bank loan agreements to reflect 
the Company's anticipated results of operations and financial condition in 
1999 and beyond.  The Company was timely in all payments to the bank in 
1998, and anticipates timely payments in 1999.  Notwithstanding the 
substantial 1998 loss, the Company's cash position at December 31, 1998 
was $293,000, up $49,000 from the same period in 1997, and the Company was 
once again able to fully pay its revolving line of credit (maximum 
$1,250,000) down to zero at December 31, 1998, due in part to increased 
customer advances attributable to the Company's new Internet/Web products 
which deposits (deferred revenue) were up $278,000 in 1998 versus 1997.

The Company's capital resources are available for use as working capital, 
for capital investments and, although less likely for the immediate 
future, possible acquisitions of businesses, products or technologies 
complementary to the Company's business.  Management believes that cash 
reserves and cash flow from operations will be sufficient to fund 
operations in 1999, although the Company believes that the bank may 
require the Company to seek alternative sources of financing to complement 
use of bank financing for planned 1999 capital expenditures.  The Company 
believes that it is imperative to continue to invest in Internet/Web 
capability for the foreseeable future.  Accordingly in 1999, and 
thereafter, the Company may and likely will require additional financing 
to continue to develop and refine its new Internet/Web line of products 
and to seek to expand the market for these products.  (See "Item 1. 
Business" herein).  There can, however, be no assurance that any 
additional financing, if and when needed, will be available on terms 
favorable to the Company, or at all.


Results of Operations

Overall, 1998 consolidated sales revenues were down $936,000 or 9.3% from 
the prior year.  Sales for the first six months of 1998 were up $806,000 
or 21% from the same period in 1997.  However sales in the second six 
month period of 1998 were down $1,743,000 or 28% from the same period the 
prior year.  For the year ending December 31, 1998, the Company incurred a 
net loss of $1,065,000, which was not only a significant loss but was the 
first time the Company had experienced a loss in the last 23 years (since 
1975).  A number of factors contributed to this result.

The loss was due in part to the continued effect on the Company of the 
Canadian acquisition completed in July of 1997.  Sales of the Canadian 
subsidiary, although additive to the Company's revenues in the last six 
months of 1997, continued to decline as Canadian customers turned to 
alternative sources for their bibliographic cataloging services following 
the acquisition and were slow to commit to the Company's new Internet/Web 
based library services products.  Since the acquisition, annualized sales 
of the Canadian subsidiary have declined approximately 40%.

Within the first year following the acquisition, customers in Japan 
deferred several major contract awards to the Company indefinitely due to 
the deepening recession in that country.  Approximately half of the 
decline in annualized sales revenues was due to the drop in international 
business from Japan, where all of this business originated.  The Company 
introduced its new cataloging products into the Canadian market, and the 
decline in sales revenues from Canada has slowed recently and is expected 
to stabilize in 1999 - - although libraries in both Canada and the United 
States appear to be seeking cheaper and sometimes even free alternative 
sources for the high quality bibliographic cataloging records service that 
the Company's product line has traditionally offered and libraries 
traditionally preferred.  In response to this trend, the Company has 
modified its selling model from a fee per record based service to a 
subscription based service entitling customers to quality cataloging 
record information for a flat fee per year, which appears to be gaining 
acceptance with customers and ameliorating the "alternative sources" 
problem somewhat. 

Sales revenues from the U.S. library market were down $1 million in 1998 
from 1997 and declined in virtually all of the Company's traditional 
(bibliographic cataloging and print publishing) product and service lines 
due primarily to lower demand.  The drop was exacerbated by the conversion 
of many of the Company's customers from CD-ROM to the Company's 
Internet/Web based products which has led to disruptions in the timing of 
revenue as the Company has transitioned from a fee-for-service business 
model to a monthly subscription model.  Customers who did commit to adopt 
the Company's new Internet/Web based technology product line cancelled 
revisions to their CD-ROM catalogs otherwise scheduled for 1998 in order 
to be able to allocate expenditures to the implementation of the Company's 
Internet/Web delivery system in 1999.  Now that most the CD-ROM customers 
in both the U.S. and Canada have been converted to the Company's new 
Internet/Web products, revenue from library services should become more 
stable and predictable.  Sales revenues in the publishing markets were 
somewhat lower in 1998 from 1997 due primarily to a delay in the 
completion of a major editor project which, like the transition from CD-
ROM to the Internet/Web in the library markets, occasioned a shift in 
anticipated revenues from one period to a succeeding period.  

Gross margins declined approximately $900,000 in 1998 from 1997.  
Approximately half the decline was due to additional depreciation and 
amortization expense associated with the acquisition of the Canadian 
business assets (which transaction did not involve any goodwill).  The 
difference in gross margin also reflects additional depreciation and 
amortization expense in the amount of $383,000 associated with an 
adjustment of the useful life of some computer hardware and software 
assets. 

General and administrative expenses were up in 1998 over 1997 by $867,000.  
As revenues from the Canadian operation continued to decline, management 
began adjusting the Canadian cost structure, mostly payroll, to reflect 
decreasing revenue forecasts.  There were staff reductions commencing in 
June and continuing through December 1998, from 19 down to 9 employees in 
the Company's Toronto office; and the Company plans further reductions and 
other cost savings steps for implementation in 1999.  The combined cost 
savings measures, primarily employee severance benefits payable under 
Canadian law, resulted in a nonrecurring charge in 1998 of $318,000, which 
is reflected under 1998 accrued payroll which exceeded 1997 by $300,000.  

Legal expenses were up $243,000 over 1997.  The Company challenged the 
award of a large library contract to a competing bidder based on what the 
Company believed, and the customer eventually concluded, was inaccurate 
information supplied by the competing vendor.  Although time consuming and 
expensive, the Company was successful in getting a reversal of the 
decision.  The customer has now announced that the Company is the winning 
bidder for this important contract which should be signed shortly and 
provide the Company with substantial revenue over a period of the next 
several years.  Separately, an employee in the Company's Datacat 
subsidiary, resigned to set-up a competing business using the Company's 
own proprietary heating, ventilation, air conditioning and refrigeration 
(HVACR) catalog database.  Through extensive negotiations, copyright 
application proceedings before the United States Patent Office and other 
action, the Company was able to overcome this problem and the previously 
departed employee returned the mis-appropriated Company HVACR material, 
agreed not to compete with the Company in the future and accepted a 
consulting role with Datacat.  Additionally, during 1998 the Company made 
a substantial effort to investigate the possible acquisition of another 
company in the library services and information delivery system business.  
Ultimately, the business was sold by its owner to the management/employees 
of the subject company. The Company incurred substantial legal and related 
outside consulting services expenses attributable to this possible 
acquisition opportunity in 1998.  Recruiting fees were also up 
substantially in 1998 over 1997 as the Company filled several key 
management and sales positions utilizing the services of outside placement 
professionals.

Interest expense in 1998 was up $33,000 on higher average borrowings, due 
to lower sales revenues, offset somewhat by lower interest rates.  As a 
result of the substantial net loss incurred in 1998 of $1,064,622 
($1,461,622 before effect of anticipated tax benefits), the Company 
recognized a $397,000 tax benefit attributable to the carryback and 
carryforward provisions of the United States income tax laws.  Due to the 
relatively recent acquisition, and lack of profitability, of the Canadian 
business, the Company did not recognize the full potential amount of the 
tax benefit in Canada resulting in an unrecorded net operating loss 
carryforward (NOL) in the amount of $370,000.  See Note 4 of "Notes to 
Consolidated Financial Statements".

The Company anticipates sales revenues will decline again to the $8.0-$8.5 
million range in 1999, resulting in approximately break-even net income, 
as the transition to the Company's Internet/Web line of products continues 
and the Company seeks to develop new markets for the information and 
knowledge management products, originally developed for library and 
publishing customers, for adoption by expanding categories of customers 
educated to the capabilities and benefits to be derived from these products.

Some of the Company's products/markets are mature, such as the 
bibliographic cataloging records business, and are not perceived as growth 
opportunities and are expected to continue to decline in succeeding years 
as more and more of this information is available at reduced cost or for 
free from sources like the Library of Congress and book distributors.  
Accordingly, costs and expenses attributable to the "traditional" 
products/markets have been reduced to be more in line with going forward 
sales forecast.  However, further cost and expense reductions in variable 
product costs, and related fixed costs, will be much more difficult to 
achieve given the Company's current, largely fixed, cost structure.  
Should sales fall short of expected levels in 1999, the Company can be 
expected to incur further, but more modest, losses.  Any further 
significant losses, however, could be expected to adversely affect the 
Company's banking relationship and its ability to secure alternative 
sources of capital.

Information Relating To Forward-Looking Statements

This Report may include 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

Inflation is not anticipated to have a material effect on the Company's 
business in the near future.  Historical dollar accounting does not 
reflect changing costs of operations, the future cost of expansion and the 
changing purchasing power of the dollar.  Should inflation occur in the 
future, it can be expected to impact the Company in an adverse 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.   

Foreign Exchange

The functional and reporting currency of the Company is the U.S. dollar, 
while the functional and reporting currency for A-G Canada Ltd., the 
Company's wholly-owned Canadian subsidiary, is the Canadian dollar.  
Accordingly, the Company is now exposed to foreign currency translation 
gains or losses as the relationship between the Canadian dollar and U.S. 
dollar fluctuates.  Since the date of the Company's Canadian acquisition, 
the Canadian dollar has lost over 10% of its value against the U.S. 
dollar.  More recently, the value of the Canadian dollar has stabilized at 
approximately U.S.$1.00=Cdn$1.54.  Cash foreign currency losses, expressed 
in terms of U.S. dollars, were approximately $47,000 in 1998 as compared 
to $12,222 for the six month period in 1997.  Further declines in the 
value of the Canadian dollar against the U.S. dollar will result in 
additional foreign exchange losses.  Other than for sales by A-G Canada in 
Canada, all other transactions involving the Company are denominated in 
U.S. dollars.  See Note 1 of "Notes to Consolidated Financial Statements".


Year 2000

The Year 2000 issue relates to the ability of computer software programs 
to recognize the arrival of the Year 2000 because of a common software 
design feature that describes the current year by only its last two 
digits.  The Company has developed a plan to modify its information 
technology from a computer hardware and software perspective to be ready 
for the Year 2000 ("Y2K") and has begun converting critical data 
processing systems to be Y2K compliant.  The Company currently expects the 
conversion project to be largely complete before the end of 1999.  This 
conversion project is budgeted to cost between $50,000 and $100,000, 
including internal and external costs but excluding costs to upgrade and 
replace computer systems in the normal course of business, to ensure that 
all key systems are ready for the Year 2000.

The Company's main computer systems have been upgraded and are now 
compliant according to their manufacturers.  Many of the Company's 
personal computers will require a software and in some cases a hardware 
upgrade or other "fixes" which are underway.  Third-party application 
software is being upgraded where necessary to be Y2K compliant. All new 
products and services developed and offered by the Company will be Y2K 
compliant as a matter of corporate policy.  Most of the Company's 
internally developed applications software products have now been tested 
for compliance, except that it is not economical to upgrade certain of the 
internally developed software which will be replaced by available third-
party software.  The Company's management information system 
software is also being replaced with a third-party software product.

The Company does not currently have any contingency plans to address a 
systemic failure such as an interruption in power or telephone utility 
service used by the Company and its customers (and/or their customers).  
Likewise, the Company has not made provision for alternate site computer 
and related processing services due to the lack of comparable alternative 
computer processing alternatives.  Should the Company experience an 
unforeseen Year 2000 problem with one of its products, it is believed that 
the Company has sufficient internal personnel and other resources to 
adequately address any this problem.  Of course, the actual occurrence of 
any unforeseen problem, and/or the Company's inability to timely address 
and resolve problems which the Company can reasonably foresee, could be 
expected to adversely affect sales revenues in the short to mid-term, 
increase costs and expenses and could expose the Company to substantial 
litigation costs and expenses and possible judgments.  The Company is 
unable to determine with any high degree of certainty whether or not the 
Year 2000 problem will ultimately have any material adverse effect on the 
Company's business, products, customers, results of operations, financial 
condition or otherwise.


ITEM 8.  FINANCIAL STATEMENTS

Index to Financial Statements covered by Reports of Independent 
  Certified Public Accountants.

										  Page
										Reference

Report of Independent Certified Public Accountants		    11

Report of Independent Auditors 					    12

Consolidated Balance Sheets at December 31, 1998 and 1997	    13

Consolidated Statements of Operations for the years ended	    14
  December 31, 1998, 1997 and 1996

Consolidated Statements of Stockholders' Equity for the	    14
  years ended December 31, 1998, 1997 and 1996

Consolidated Statements of Cash Flows for the years 		    15
  ended December 31, 1998, 1997 and 1996

Notes to Consolidated Financial Statements			    16





REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



The Board of Directors and Stockholders
Auto-Graphics, Inc.
Pomona, California

We have audited the accompanying consolidated balance sheet of Auto-
Graphics, Inc. and subsidiaries as of December 31, 1998, and the related 
consolidated statements of operations, stockholders' equity and cash 
flows for the year then ended.  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 audit.  

We conducted our audit 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 presentation of the financial statements.  We 
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of 
Auto-Graphics, Inc. and its subsidiaries as of December 31, 1998, and 
the results of their operations and their cash flows for the year then 
ended in conformity with generally accepted accounting principles.



BDO SEIDMAN, LLP



Los Angeles, California
March 5, 1999




REPORT OF INDEPENDENT AUDITORS



The Board of Directors and Stockholders
Auto-Graphics, Inc.

We have audited the accompanying consolidated balance sheet of Auto-
Graphics, Inc. as of December 31, 1997, and the related consolidated 
statements of operations, stockholders' equity, and cash flows for each 
of the two years in the period ended December 31, 1997.  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, 1997, and the consolidated results of its 
operations and its cash flows for each of the two years in the period 
ended December 31, 1997, in conformity with generally accepted 
accounting principles.





								ERNST & YOUNG LLP



Riverside, California
April 8, 1998

</PAGE>

<PAGE>


AUTO-GRAPHICS, INC.
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997

     ASSETS                              	    1998   	    1997     

Current assets:

  Cash						$   292,744	$   244,620
  Accounts receivable, less 
    allowance for doubtful accounts 
    ($38,000 in 1998 and 1997) 		  1,697,826	  2,365,837
  Unbilled production costs			     86,573	     83,424
  Other current assets				    360,170	    122,416
Total current assets				  2,437,313	  2,816,297

Software, equipment and leasehold 
  improvements, net (See Note 1)		  5,016,627	  5,787,301

Other assets					    119,162	    248,349
	$ 7,573,102	$ 8,851,947

     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable				$   632,809	$   669,237
  Deferred income	    				    813,113	    536,225
  Accrued payroll and related
    liabilities	    				    578,569	    272,485
  Other accrued liabilities	   		     84,282	    155,383
  Current portion of long-term debt	   	    787,500	    842,500

Total current liabilities			  2,896,273	  2,475,830

Long-term debt, less current portion 
  (See Note 3)					  2,587,500	  2,911,573

Deferred taxes based on income (See Note 4)   486,000	    695,000
Total liabilities					  5,969,773	  6,082,403

Commitments and contingencies (see Note 5)

Stockholders' equity:
  Common stock, $.10 par value,
    4,000,000 shares authorized,
    1,064,478 shares issued and
    outstanding in 1998 and
    1,090,478 shares issued and
    outstanding in 1997				    106,448	    109,048
  Capital in excess of par value		  1,123,899	  1,128,319
  Retained earnings				    375,389	  1,534,741
  Accumulated other comprehensive income	(     2,407)     (2,564)

Total stockholders' equity			  1,603,329	  2,769,544

							$ 7,573,102	$ 8,851,947


See notes to consolidated financial statements.

</PAGE>


<PAGE>

AUTO-GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 1998, 1997, 1996

					    1998   	    1997   	    1996    

Net sales				$ 9,099,198	$10,035,824	$ 9,217,937

Costs and expenses
  Cost of sales 			  6,258,523	  6,264,141	  5,500,527
  Selling, general 
and administrative		  3,943,143	  3,076,078	  3,071,226

					 10,201,666	  9,340,219	  8,571,753

Income/(loss) from operations	( 1,102,468)    695,605	    646,184

  Interest expense, net		(   311,797)(   278,591)(   253,258)
  Other income/(expense)	(    47,357)(    12,264)     33,980

Income/(loss) before taxes	( 1,461,622)    404,750	    426,906

  Provision/(benefit) 
for taxes				(   397,000)    193,000	    190,000

Net income/(loss)			$(1,064,622)$   211,750	$   236,906

Basic and diluted 
earnings per share		$     (1.00)        .19 $       .21 

Weighted average 
shares outstanding	 	 1,066,645	  1,090,611	  1,109,345

</PAGE>


<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 1998, 1997, 1996

<TABLE>

<S>                 <C>       <C>    <C>        <C>          <C>
								Accumulated
			  Common Stock    Capital in	other com-
			  			 excess of	prehensive	 Retained
			  Shares    Amount  par value   Income  	 earnings  

Balances at 
 Jan. 1,1996	 1,130,478$    113,048 	$1,151,092    -	$1,177,662
 Net income		      -	      -   	      -      -	   236,906
 Common stock
  retired		(   21,200)	(    2,120)	(   12,441)	     	(   45,788)
Balances at 
 Dec. 31,1996      1,109,278	   110,928	 1,138,651	     - 1,368,780
 Net income	      -   	      -   	      -	      -        211,750
 Common stock
  retired		(   18,800)	(    1,880)	(   10,332)	      (   45,789)
 Foreign Currency
  Translation
  Adjustments            -          -          -   $(   2,564)     -   
Balances at 
 Dec. 31,1997      1,090,478	   109,048  1,128,319 (   2,564)1,534,741
 Net loss      		-   	      -   	     -	   -	 (1,064,622)
 Common stock
  retired		(   26,000)	(    2,600)	(    4,420)	   -   (   94,730)
 Foreign Currency
  Translation
  Adjustments	      -   	      -   	      -   	    157      -    
Balances at
 Dec. 31,1998      1,064,478 $  106,448 $1,123,899 $(   2,407) $ 375,389

</TABLE>

See notes to consolidated financial statements.

</PAGE>


<PAGE>

AUTO-GRAPHICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1998, 1997, 1996

						   1998   	   1997   	   1996    

Cash flows from operating activities:
  Net income				$(1,064,622) $  211,750	   236,906
  Adjustments to reconcile net
    Income/(loss) to net cash 
    provided by operating activities:
      Depreciation and amortization	  1,676,056	  1,134,348	 1,048,639
      Deferred taxes			  ( 209,000)     30,061	    71,000
      Changes in operating assets 
        and liabilities, net of the
        effect of acquisitions
         Accounts receivable	          937,971    (405,058)    96,940
         Unbilled production costs	(    3,149)	    166,380    101,381
         Other current assets	      (  241,303)	    (39,908)   (19,824)
         Other assets	   	          22,245 	   (284,166)   (26,964)
         Accounts payable	  	(   32,062)	    338,977   (194,375)
         Deferred income 	 	   277,642 	    (99,306)   (45,779)
         Accrued payroll and
           related liabilities	   313,030	      2,275	     3,389
         Other accrued liabilities  (   66,698)	     28,343	    88,454
Net cash provided by
          operating activities	 1,310,110	  1,083,696	 1,359,767

Cash flows from investing activities:
  Capital expenditures			(  173,233)	   (420,676)  (611,840)
  Capitalized software development	(  795,000)	   (750,676)  (775,000)
  Investment in Datacat, Inc.,
    net of cash acquired     	            -   	   (182,175)      -     
  Investment in A-G Canada, Ltd.	      -   	   (787,095)      -     
        Net cash used in investing	(  968,233)	( 2,140,622)( 1,386,840)

Cash flows from financing activities:
  Borrowings under long-term debt	   650,927	  1,603,016	    900,000
  Borrowings under life insurance	   150,278	       -   	       -   
  Principal payments under debt
    agreements			   	(1,030,000)	   (605,000)   (555,000)
  Repurchase of capital stock	        (101,750)	    (58,000)    (60,351)
    Net cash provided by (used in)
      financing activities		(  330,545)	    940,016	    284,649 
Net increase(decrease) in cash	    11,332	   (116,910)    257,576

  Foreign currency effect on cash	    36,792	     (2,564)       -   

Cash at beginning of year		   244,620	    364,094	    106,518
Cash at end of year			$  292,744	$   244,620	$   364,094


See notes to consolidated financial statements.

</PAGE>


<PAGE>

AUTO-GRAPHICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998, 1997 and 1996

1.	Summary of significant accounting policies.

	Description of Business

Auto-Graphics, Inc. including its wholly-owed A-G Canada, Ltd. and 
Datacat, Inc. subsidiaries (the "Company") provides software products 
and services used to create, organize, manage, and deliver electronic 
databases and information via the Internet/Web and/or other electronic 
media such as CD-ROM and via traditional publication media such as 
print.

	Basis of Presentation

The consolidated financial statements include the accounts of Auto-
Graphics, Inc. and its wholly-owned subsidiaries.  All material 
intercompany accounts and transactions have been eliminated.

	Revenue Recognition

Revenues are recognized as services are rendered monthly or when 
finished goods are shipped to customers.  Certain future software 
support costs are accrued in accordance with American Institute of 
Certified Public Accountant's Statement of Position ("SOP") 97-2, 
"Software Revenue Recognition," as amended by SOP 98-4 and SOP 98-9.

	Use of Estimates

The preparation of the financial statements of the Company in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect reported 
amounts of assets and liabilities and revenues and expenses during the 
reporting period.  These estimates are based on information available as 
of the date of the financial statements.  Actual results may differ from 
those estimated.  

	Foreign Currency Translation

The functional and reporting currency for operations located in 
Canada is the Canadian dollar.  Consequently, assets and liabilities 
must be translated into U.S. dollars using current exchange rates and 
the effects of the foreign currency translation adjustments are 
accumulated and included as a component of stockholders' equity.  As of 
December 31, 1998, the accumulated foreign currency translation 
adjustments were not material and the net foreign exchange transaction 
losses for 1998 were $47,357 and $12,222 in 1997.  All other Company 
transactions are currently denominated in U.S. dollars.

	Concentration of Credit Risk

		The Company is potentially subject to a concentration of 
credit risk for trade receivables.  The Company performs ongoing credit 
evaluations of its customers and generally does not require collateral.  
The Company maintains reserves for potential losses for uncollectible 
accounts and such losses have been within management's expectations.

	Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair 
value of each class of financial instruments for which it is practical 
to estimate that value:

Cash and Receivables.  The carrying amount approximates fair value 
because of the short-term maturity of these instruments.
Long-Term Debt.  The carrying amount approximates fair value, since 
the interest rate on the debt is at the bank's prime rate.

	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.

	Software, Equipment and Leasehold Improvements

Software, equipment and leasehold improvements are recorded at 
historical cost.  Software, equipment, furniture, fixtures and leasehold 
improvements at December 31, 1998 and 1997 consist of the following:

							   1998   	   1997    

	Computer software and database	$7,575,129	$7,602,243
	Equipment					 3,015,946	 3,568,573
	Furniture and fixtures			   534,134	   535,706
	Leasehold improvements			   273,973	   276,100
							11,399,182	11,982,622
	Less accumulated depreciation
	  and amortization			 6,382,555	 6,195,321
							$5,016,627	$5,787,301

	Capitalized Acquisition Costs

Certain legal and accounting costs associated with several asset 
acquisitions in 1997 have been capitalized as asset acquisition costs 
And will be amortized over a five year period.

	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 using 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, 
"Accounting for the Costs of Computer Software to Be Sold, Leased, or 
Otherwise Marketed."  Amortization is based on the straight-line method 
and commences in the first year of product availability.  Unamortized 
computer software was approximately $3,695,000 in 1998, $3,734,000 in 
1997, and $2,502,000 in 1996.  Amortization of computer software was 
approximately $798,000 in 1998, $579,000 in 1997, and 
$501,000 in 1996.

The following estimated useful lives are generally observed for the 
respective asset categories:

	Equipment            	- 5 years
	Computer software 
	and databases 		- 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 $1,676,000 in 1998, $1,134,000 in 
1997, and $1,049,000 in 1996.

	Other Assets

	Investment in A-G Canada, Ltd.

As of July 1, 1997, the Company acquired the assets of the Library 
Information Systems ("LIS") division of ISM Information Systems 
Management Manitoba Corporation ("ISM"), a subsidiary of IBM Canada, 
Ltd.  The LIS business includes bibliographic cataloging and 
interlibrary loan resource sharing software and related services.  The 
assets acquired include a bibliographic database containing over 50 
million records together with the holdings of most Canadian public and 
university libraries, five million authority records, software, computer 
equipment, furniture, leasehold improvements and contracts to provide 
services to approximately 500 Canadian libraries.

The Company purchased the LIS assets and business for US$879,000 
(Cdn$1,211,000) of which US$763,000 was paid in cash plus the assumption 
of approximately US$116,000 in liabilities.  The transaction was treated 
as a purchase with the purchase price fully allocated to the fair value 
of the assets acquired and no goodwill or other intangibles were 
recognized.  Financing for the purchase was provided in the form of a 
new credit facility through Wells Fargo Bank via a combination of an 
additional US$750,000 in bank term debt and an additional US$250,000 in 
revolving working capital financing.

The Company formed a wholly-owned Canadian subsidiary, A-G Canada 
Ltd., for purposes of acquiring and operating the LIS business located 
in Etobicoke, Ontario near Toronto.  Financial information for A-G 
Canada Ltd. for the six months ending December 31, 1997 and twelve 
months ending December 31, 1998 has been included in the accompanying 
consolidated financial statements.

	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, air conditioning, and refrigeration (HVACR) industry.  The 
investment has been accounted for using the equity method.  As of 
October 2, 1997, the Company acquired the remaining 50% interest in 
Datacat, which it did not already own.  The Company invested $200,000 in 
Datacat.  The accompanying consolidated financial statements include 
financial information for Datacat for the three month period ending 
December 31, 1997 and twelve months ending December 31, 1998.

	Earnings Per Share

In February 1997, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards ("FAS") No. 128, "Earnings 
per Share", which is effective for interim and annual periods ending 
after December 15, 1997.  The Company adopted the standard as of 
December 31, 1997.  The standard requires the Company to present basic 
earnings per share and diluted earnings per share if applicable, using a 
revised methodology and requires restatement of prior earnings per share 
data presented.  Basic earnings per share computations presented by the 
Company conform to the standard and are based on the weighted average 
number of shares of common stock outstanding during the year.  
Contingently issuable shares granted under the Company's 1997 
Non-Qualified Stock Option Plan have been excluded from per share 
calculations because all necessary conditions for exercise of said 
options have not been satisfied as of December 31, 1998.  (See Note 7 of 
"Notes to Consolidated Financial Statements").

	Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of 
Financial Accounting Standards No. 130, "Reporting Comprehensive 
Income".  The statement establishes standards for reporting and display 
of comprehensive income and its components in interim and annual 
financial statements.  Comprehensive income is defined as the change in 
the equity (net assets) of an entity during a period from transactions, 
events and circumstances excluding all transactions involving 
investments by or distributions to the owners.  Total comprehensive 
income for the Company for the years ending December 31, 1998 and 1997 
is as follows:

				    1998   	    1997   	    1996    

Net income/(loss)		$(1,064,622)    $   211,750	$   236,906 

Foreign currency translation
 Adjustments		        157	         (2,564)         -    

Total comprehensive 
 income/(loss)		$(1,064,465)    $   209,186  $     236,906 


	Supplemental Disclosure of Cash Flow Information

The Company paid interest in the amount of $326,294 in 1998, 
$290,937 in 1997 and $253,258 in 1996.  The Company paid income taxes in 
the amount of $59,609 in 1998, $182,682 in 1997 and $21,691 in 1996.

	Stock Based Compensation

In October 1995, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 123, "Accounting for 
Stock Based Compensation."  As permitted by this statement, the Company 
has continued to account for employee stock options under Accounting 
Principles Board Opinion No. 25, "Accounting for Stock Issued to 
Employees," and related interpretations.  Accordingly, no compensation 
expense has been recognized for the employee stock option plan.  (See 
Note 7 of Notes to the Consolidated Financial Statements).

	Segment Reporting

In June 1997, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 131, "Disclosures about Segments 
of an Enterprise and Related Information."  The FAS is effective for 
fiscal years beginning after December 15, 1997 and the Company has 
adopted the statement in fiscal year ending December 31, 1998.  The 
statement establishes standards for reporting of information about 
operating segments in interim and annual financial statements.  

The Company provides various standard and custom database management 
products and services to its customers, who are publishers of 
information in various forms such as print, CD-ROM and Internet/Web.  
Geographically, the Company provides these same database management 
products and services to customers in both the US and Canada as its 
primary markets.  The Company is managed and financial results reported 
as a single operating unit (or profit center), which is managed by a 
Chief Executive Officer and a Chief Operating Officer.  The Company and 
its subsidiaries are managed by a single organization which is organized 
by functional discipline, such as Operations, Sales, Marketing, Finance, 
and Software Development each headed by a manager who reports to the CEO 
or COO.  The Company is, therefore, a single "operating segment" 
according to the definition of the above referenced standard.  

The following table summarizes results of operations and total assets 
presented on the basis of GAAP (generally accepted accounting principles) 
accounting for the years ending December 31, 1998, 1997 and 1996.

					    1998   	    1997   	    1996    

Geographic areas
	Net sales
	United States		$ 6,967,453	$ 7,856,245 $  8,518,490 
		Foreign-Canada	  1,924,660	  1,648,535      699,447 
		Foreign-Japan/Other   207,085	    531,044         -    
	Long-lived assets, net
		United States	  4,796,917	  5,468,218    4,425,522 
		Foreign-Canada	    219,710	    319,083         -    

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.

	Pending Pronouncements

In March 1998, the American Institute of Certified Public Accountants 
issued Statement of Opinion ("SOP") 98-1, "Accounting for the Costs of 
Computer Software Developed or Obtained for Internal Use."  This SOP is 
effective for financial statements for fiscal years beginning after 
December 15, 1998.  The SOP provides guidance on accounting for the 
costs of computer software developed or obtained for internal use.  The 
SOP requires that the Company continue to capitalize certain costs of 
software developed for internal use once certain criteria are met.  The 
Company does not expect this SOP will have a material effect on the 
Company's financial position or results of operations.

In February 1998, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 132, "Employer's 
Disclosures about Pensions and Other Post Retirement Benefits," which is 
effective for fiscal years beginning after December 31, 1997.  The 
Company does not expect this FAS will have a material effect on the 
Company's financial position or results of operations.

In April 1998, the American Institute of Certified Public Accountants 
issued Statement of Opinion ("SOP") 98-5, "Reporting on the Costs of 
Start-up Activities."  This SOP is effective for financial statements 
for fiscal years beginning after December 15, 1998.  The SOP provides 
guidance and examples of the types of expenses associated with one-time 
(start-up) activities which under this SOP must be expensed as incurred.  
The Company does not expect this SOP will have a material effect on the 
Company's financial position or results of operations.

In June 1998, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 133, "Accounting for Derivative 
Instruments and Hedging Activities," which is effective for fiscal 
quarters of all fiscal years beginning after June 15, 1999.  The Company 
plans to adopt the statement in the fiscal year ending December 31, 
2000.  The statement establishes standards for accounting for 
derivatives and hedging instruments (of which the Company currently has 
none) and therefore the Company does not expect this FAS will have a 
material effect on the Company's financial position or results of 
operations.

In October 1998, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 134, "Accounting for 
Mortgage-Backed Securities Retained After the Securitization of Mortgage 
Loans Held for Sale by a Mortgage Banking Enterprise," which is 
effective for the first fiscal quarter beginning after December 31, 
1998.  The Company does not expect this FAS will have a material effect 
on the Company's financial position or results of operations.

In February 1999, the Financial Accounting Standards Board issued 
Statement of Financial Accounting Standards No. 135, "Rescission of FASB 
Statement No. 75 and Technical Corrections," which is effective for 
financial statements issued for fiscal years ending after February 15, 
1999.  The Company does not expect this FAS will have a material effect 
on the Company's financial position or results of operations.

	Reclassification

Certain amounts reported in 1997 and 1996 have been reclassified to 
conform to the 1998 consolidated financial statement presentation.

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 $1,250,000 
($1,250,000 available at December 31, 1998 and 1997) with interest at 
the bank prime rate (7.75% at December 31, 1998). The credit facility is 
renewable annually with the next renewal in June 1999.  Among other 
requirements, the revolving line of credit requires the Company to 
maintain minimum financial covenant ratios, and restricts the payment of 
cash dividends.  There are no compensating balance requirements, 
material commitment fees or note guarantors.  For the quarter ending 
September 30, 1998 and the year ending December 31, 1998, the Company 
was not in compliance with certain loan covenant financial ratios.  For 
the quarter ending March 31, 1999, the Company also expects to be in 
non-compliance with its loan covenants.  The Company's bank has agreed 
to waive these loan covenant violations and has amended the credit 
agreement with less restrictive covenants for the balance of the loan 
term.

3.	Long-term Debt.

Long-term debt at December 31, 1998 and 1997 consists of the 
following:
	
							    1998  	    1997   

Capital line of credit due in monthly 
installments of $50,000 plus interest 
at the bank prime rate (7.75% at 
December 31, 1998) through 2003; 
secured by software, equipment, and 
leasehold improvements with a net 
book value of approximately $5,017,000
at December 31, 1998.				$3,000,000	$2,949,073

Term note with interest only at bank prime
(7.75% at December 31, 1998) through 
June 30, 1999, and 12 monthly install-
ments of $31,250 plus interest at bank 
prime rate through June 30, 2000.		   375,000	   750,000

Note payable to stockholder due in annual
installments of $55,000 plus interest at
5.5% per annum.					      -   	    55,000

			Total long-term debt	 3,375,000	 3,754,073

	`		Less current portion	   787,500	   842,500

			Long-term portion 	$2,587,500	$2,911,573 

Maturities of Long-Term Debt due after one year are: 1999--$787,500; 
2000--$600,000; 2001--$600,000; and 2002--$600,000.

The capital line of credit at December 31, 1998 provides for maximum 
borrowings of $3,000,000 for the purchase of equipment and software, and 
financing of up to $1,000,000 annually in internal software development 
costs.  The capital line of credit is subject to renewal annually 
with the next renewal in June 1999.  This agreement contains the same 
loan covenants as the revolving line of credit. (See Note 2 of Notes to 
the Consolidated Financial Statements).  There are no commitment fees, 
compensating balance requirements or note guarantors.  For the quarter 
ending September 30, 1998 and the year ending December 31, 1998, the 
Company was not in compliance with certain loan covenant financial 
ratios.  For the quarter ending March 31, 1999, the Company also expects 
to be in non-compliance with its loan covenants.  The Company's bank has 
agreed to waive these loan covenant violations and has amended the 
credit agreement with less restrictive covenants for the balance of the 
loan term.

The term note provided financing of $750,000 for the acquisition of 
the LIS division of ISM Information Systems Management Manitoba 
Corporation in July 1997.  Terms of the note include interest at bank 
prime rate with interest only for 12 months followed by a 24 month 
amortization of the balance. The note carries an uncompensated guarantee 
by an officer/stockholder of the Company.  In January 1998, the Company 
prepaid $375,000 of the term debt financing.

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 is 
being paid in four annual installments beginning in 1995 and ending in 
1998 plus interest of 5.5% per annum ($65,000 paid in June 1995, and 
$55,000 was paid in June 1996, 1997 and 1998).

4.	Taxes Based on Income.

The provision /(benefit) for taxes based on income is composed of 
the following for the years ended December 31:
						   1998  	   1997  	   1996   

Current taxes based on income
	Federal				$(188,000)	$  63,000	$  69,000 
	State					 ( 35,000)	   47,000	   43,000 
	Foreign				     -   	   42,000	     -    

						 (223,000)	  152,000	  112,000

Deferred taxes based on income
	Federal				( 147,000)	   55,000	   78,000 
	State					(  27,000)	(  14,000)	     -    
	Foreign				     -   	     -   	     -    	
						( 174,000)	   41,000	   78,000 

						$(397,000)	$ 193,000	$ 190,000 

A reconciliation of the provision for taxes based on income follows 
for the years ended December 31:
						   1998  	   1997  	   1996   

Statutory U.S. federal income tax	$(497,000)	$ 137,600	$ 145,200 
Adjustments for foreign tax rates	 ( 55,000)	   11,800	     -    
Valuation Allowance			  254,000	     -   	     -    
State tax, net of federal benefit	 ( 77,000)	   21,800	   28,500 
Other						 ( 22,000)	   21,800	   16,300 

						$(397,000)	$ 193,000	$ 190,000 

The statutory U.S. federal income tax rate was 34% in 1998, 1997 and 
1996.  The deferred tax assets and liabilities are composed of the 
following at December 31:
						   1998  	   1997  	   1996   
Deferred tax liabilities:
  Tax over book amortization and
    depreciation				$ 729,000	$ 695,000	$ 665,000
  State taxes				   28,000	     -   	     -    

Total deferred tax liabilities	  757,000	  695,000	  665,000

Deferred tax assets:
  Net Operating Loss			  463,000	     -   	     -   
  Bad debts/accrued vacation/other	   62,000	   57,000	   54,000
	  State taxes			     -   	   11,000	   15,000

	Total deferred tax assets	  525,000	   68,000	   69,000 

	Valuation allowance		( 254,000)	     -   	      -     

	Net deferred tax assets		  271,000	   68,000	    69,000  

	Net deferred tax liability	$ 486,000	$ 627,000	$  596,000 

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.  The valuation allowance 
at December 31, 1998 reflects an unrecognized foreign tax loss 
carryforward.  At December 31, 1998, the Company has available federal, 
state and Canadian net operating loss carryforwards of approximately 
$462,000, $886,000 and $569,000, respectively, for income tax purposes. 
These net operating loss carryforwards expire in 2018 for federal taxes, 
2005 for state and for foreign taxes.

5.	Commitments and Contingencies.

The Company incurred total facilities and equipment lease and 
rental expense of approximately $415,000 in 1998, $509,000 in 1997 and 
$474,000 in 1996.  The Company is obligated under certain noncancellable 
operating leases for office facilities and equipment.

Approximate minimum lease commitments as of December 31, 1998 are as 
follows:

			Years ended 	 Operating 
			December 31		   Leases   

				1999		$   415,000
				2000		    383,000
				2001		    351,000
	Total minimum lease payments	$ 1,149,000

6.	Related Party Transactions.

The Company leases its corporate office and production facility 
from a limited partnership owned by two principal directors/stockholders 
of the Company payable at $29,260 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.

The Company entered into a stock repurchase agreement in February 1995, 
with a former employee/officer of the Company, whereby the Company 
agreed to purchase and retire, over a seven year period, 156,000 of 
171,000 shares of Company stock owned by the individual.  The total 
transaction cost of $825,000 includes stock, non-competition and 
consulting fees.  In January 1998, the Company purchased and retired a 
block of 26,000 shares, and in each January 1997 and 1996, the Company 
purchased and retired a block of 15,600 shares, in accordance with the 
above referenced agreement, at the then current fair market value of 
the stock.

7.	Stockholders' Equity.

1997 Non-Qualified Stock Option Plan

The Company adopted and implemented a 1997 Non-Qualified Stock 
Option Plan effective December 31, 1997.  The plan is a non-qualified 
plan covering only senior executives and related persons.  The plan 
consists of 100,000 shares of the Company's authorized but unissued 
common stock.  At the inception of the plan, the Company granted options 
to four persons under the plan whereby they may purchase up to a total 
of 47,500 shares over the next five years at a price per share of $1.65.  
The recipient's right to exercise such options and acquire the stock is 
conditioned upon further employment with the Company and on the market 
trading price of the Company's stock rising to a minimum of $6.50 per 
share.  Shares actually sold and issued pursuant to the plan will be 
restricted stock requiring that such stock be held by the recipients for 
a minimum period of one year following purchase before they are eligible 
to sell such stock in the public market.  As of December 31, 1998 no 
options were exercisable.  Following such initial option grant, 52,500 
shares remain eligible for future grants under the plan.

8.	Defined Benefit Plan

The Company sponsors a defined contribution plan qualified under 
Section 401(k) of the Internal Revenue Code for the benefit of its U.S. 
based employees. All full time employees are eligible to participate 
beginning in January or June of each year following a 90 day waiting 
period.  The Company pays the administrative expenses of the plan.  
Annually, the Company may, at its sole discretion, award an amount out 
of the profits of the Company as a match against employee contributions 
to the 401(k) plan.  The Company contribution was approximately $25,000 
in 1998, $24,000 in 1997 and $19,000 in 1996.

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

On August 6, 1998, the Company was notified by Ernst & Young, LLP that 
such firm would not stand for re-election for the fiscal year ending 
December 31, 1998 and also tendered its resignation as the Company's 
independent auditors.

A.  Pursuant to Item 304(a)(1) of Regulation S-K, the Company reports 
the following specific information:

(i) On August 7, 1998, the Company received written notification from 
Ernst & Young, LLP dated August 6, 1998 that such firm would not stand 
for re-election for the fiscal year ending December 31, 1998 and was 
tendering its resignation as the Company's independent auditors.

(ii)  The reports of Ernst & Young, LLP on the Company's financial 
statements for each of the past two years were unqualified and contained 
no adverse opinion or disclaimer of opinion and no such report was 
qualified or modified as to uncertainty, audit scope, or accounting 
principles.

(iii) The Company's Board of Directors have accepted the resignation of 
Ernst & Young, LLP as the Company's independent auditors.

(iv)  There were no disagreements on any matter of accounting principles 
or practices, financial statement disclosure, or auditing scope or 
procedure, between the Company and its independent auditors during the 
Company's two most recent fiscal years or subsequent thereto. 

(v)  No event requiring disclosure under Item 304(a)(1)(v) of Regulation 
S-K has occurred.

B.  No event requiring disclosure under Item 304(a)(2) of Regulation S-K 
has occurred.

On December 28, 1998, the Company engaged the services of BDO Seidman, 
LLP as its principal accountant to audit the Company's consolidated 
balance sheet as of December 31, 1998 and the related statements of 
operations, stockholder's equity, and cash flows for the fiscal year 
ending December 31, 1998.  The engagement was approved by the Company's 
Board of Directors.

Prior to the engagement of BDO Seidman, LLP, the Company did not consult 
with such firm regarding the application of accounting principles to a 
specific completed or contemplated transaction, or any matter that was 
either the subject of a disagreement or a reportable event.  The Company 
also did not consult with BDO Seidman, LLP regarding the type of audit 
opinion which might be rendered on the Company's financial statements 
and no written or oral report was provided by BDO Seidman, LLP.

The Company has provided BDO Seidman, LLP with a copy of the disclosures 
contained herein, and such firm has indicated that no letter will be 
provided containing any new information, clarification of the Company's 
expression of its views, or the respects in which such firm does not 
agree with the statements made by the Company in response to Item 
304(a).  No other event requiring disclosure under Item 304(a)(2) of 
Regulation S-K has occurred.


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                        

Robert S. Cope     63	Director, President and Treasurer.  
				
				Has served in these capacities for
				more than ten years.

Robert H. Bretz    55	Director and Assistant Secretary.  
				
				Attorney who has acted as the Company's
				outside general legal counsel for more 
				than ten years.

William J. Kliss	 51	Chief Operating Officer.  

				Has served the Company in this capacity 
				for three years.  Prior to this position, 
				Mr. Kliss served as the Company's Vice 
				President and General Manager of Library 
				Services for two years.  Mr. Kliss formerly 
				served as Vice President of Operations at 
				Scan-Optics, Inc. for fifteen years prior 
				to his employment with the Company.

Daniel E. Luebben	 50	Chief Financial Officer and Secretary.  

				Has served in these capacities for three 
				years.  Prior to these positions, Mr. 
				Luebben served as the Company's Vice 
				President, Operations and Controller 
				for the past six years.  Mr. Luebben 
				formerly served as Controller of 
				Ultrasystems Defense, Inc. for two 
				years 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.

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 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 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".

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).

10.8	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).

10.10	Asset Purchase Agreement between A-G Canada, Ltd., a wholly owned 
subsidiary of Auto-Graphics, Inc. and ISM Information Systems Management 
Manitoba Corporation, a subsidiary of IBM Canada, Ltd. dated June 30, 
1997 incorporated by reference as filed with the SEC in the registrant's 
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 
1997).

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).

10.15  Credit Agreement between Wells Fargo Bank and Auto-Graphics, Inc. 
dated May 12, 1997.

10.16  First Amendment to Credit Agreement between Wells Fargo Bank and 
Auto-Graphics, Inc. dated June 23, 1997.

10.17  Second Amendment to Credit Agreement between Wells Fargo and 
Auto-Graphics, Inc. dated October 31, 1997.

10.18  Revolving Line of Credit Note (Working Capital) between Wells 
Fargo Bank and Auto-Graphics, Inc. dated May 12, 1997.

10.19  Revolving Line of Credit Note (Capital Equipment) between Wells 
Fargo Bank and Auto-Graphics, Inc. dated May 12, 1997.

10.20  Term Note between Wells Fargo Bank and Auto-Graphics, Inc. dated 
May 12, 1997.

10.21  Continuing Security Agreement Rights to Payment and Inventory 
between Wells Fargo Bank and Auto-Graphics, Inc. dated May 12, 1997.

10.22	Security Agreement Equipment between Wells Fargo Bank and Auto-
Graphics, Inc. dated May 12, 1997.

10.23	Guaranty between Wells Fargo Bank and Robert S. Cope dated May 12, 
1997.

10.24	Settlement Agreement and Mutual Release between Diversified 
Printing & Publishing Services, Inc., Gannam/Kubat Publishing, Inc. 
Nasib Gannam, and T. Ron Kahraman, and Datacat, Inc., Auto-Graphics, 
Inc. and Robert S. Cope dated September 30, 1997.

10.25	1997 Non-Qualified Stock Option Plan dated December 31, 1997.

10.26	Third Amendment to Credit Agreement between Wells Fargo Bank and 
Auto-Graphics, Inc. dated June 1, 1998.

10.27	Term Note between Wells Fargo Bank and Auto-Graphics, Inc. 
dated June 1, 1998.

10.28	Fourth Amendment to Credit Agreement between Wells Fargo Bank and 
Auto-Graphics, Inc. dated September 15, 1998.

10.29	Fifth Amendment to Credit Agreement between Wells Fargo Bank and 
Auto-Graphics, Inc. dated December 24, 1998.

(b)	The Company has filed a Report on Form 8-K dated December 28, 1998 
reporting the engagement of BDO Seidman, LLP as its independent 
certified public accountant.

(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:  4/20/99                          	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:  4/20/99                          	By  ss/  Robert S. Cope              
Robert S. Cope, President, 
Treasurer and Director



Date:  4/20/99                      	By  ss/  Daniel E. Luebben           
Daniel E. Luebben, Secretary 
and Chief Financial Officer


Date:  4/20/99                      	By  ss/  Robert H. Bretz             
Robert H. Bretz, Director

</PAGE>