Exhibit 10-26

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered 
into
as of June 1, 1998, by and between AUTO-GRAPHICS, INC., a California
corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION 
("Bank").

RECITALS

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms 
and conditions of that certain Credit Agreement between Borrower and 
Bank dated as of May 12, 1997, as amended from time to time ("Credit 
Agreement").

WHEREAS, Bank and Borrower have agreed to certain changes in the terms 
and conditions set forth in the Credit Agreement and have agreed to 
amend the Credit Agreement to reflect said changes.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency 
of which are hereby acknowledged, the parties hereto agree that the 
Credit Agreement shall be amended as follows:

1. Exhibit C as referenced in Section 1.3(a) is hereby substituted with 
a new Exhibit C as attached hereto, to reflect the new principal payment
schedule of the Term Loan.

2. Section 4.8(a),(b),(c) and (d) are hereby deleted in their entirety, 
and the following substituted therefor:

   "(a)  Current Ratio not at any time less than 1.05 to 1.0, with 
	"Current Ratio" defined as total current assets divided by total 
	current liabilities (to include borrowings under Line of Credit).

    (b)  Tangible Net Worth not at any time less than $2,400,000.00, 
	with "Tangible Net Worth" defined as the aggregate of total 
	stockholders' equity plus subordinated debt less any intangible 
	assets.

    (c)  Total Liabilities divided by Tangible Net Worth not at any time
	greater than 2.50 to 1.0 from the date of this Amendment up to
	December 31, 1998 and not at anytime greater than 2.25 to 1.0 at
	December 31, 1998 and at all times thereafter, with "Total
	Liabilities" defined as the aggregate of current liabilities and
	non-current liabilities less subordinated debt, and with "Tangible
	Net Worth" defined as the aggregate of total stockholders' equity
	plus subordinated debt less any intangible assets.

(d)  EBITDA Coverage Ratio not less than 1.75 to 1.0 as of each 
fiscal year end and not less than 1.75 to 1.0 as of the end of 
each fiscal quarter excluding quarter ending December 31, on a 
rolling four-quarter basis, with "EBITDA" defined as net profit 
before tax plus interest expenses (net of capitalized interest 
expense), depreciation expense and amortization expense, and with 
"EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate 
of total interest expense plus the prior period current maturity 
of long-term debt (to be adjusted for the Amendment to the Term 
Loan repayment period, of interest only, from the date of this 
Amendment up to July 1, 1999) and the prior period current 
maturity of subordinated debt."

3.  The following is hereby added to the Credit Agreement as Section 
4.10:

"SECTION 4.10.  YEAR 2000 COMPLIANCE.  

Perform all acts reasonably necessary to ensure that (a) Borrower and 
any business in which Borrower holds a substantial interest,
and (b) all customers, suppliers and vendors that are material to
Borrower's business, become Year 2000 Compliant in a timely manner.
Such acts shall include, without limitation, performing a
comprehensive review and assessment of all of Borrower's systems
and adopting a detailed plan, with itemized budget, for the
remediation, monitoring and testing of such systems.  As used herein,
"Year 2000 Compliant" shall mean, in regard to any entity, that all
software, hardware, firmware, equipment, goods or systems utilized by
or material to the business operations or financial condition of such
entity, will properly perform date sensitive functions before, during
and after the year 2000.  Borrower shall, immediately upon request,
provide to Bank such certifications or other evidence of Borrower's
compliance with the terms hereof as Bank may from time to time
require."

4.  Except as specifically provided herein, all terms and conditions of 
the Credit Agreement remain in full force and effect, without waiver or
modification.  All terms defined in the Credit Agreement shall have the 
same meaning when used in this Amendment.  This Amendment and the Credit 
Agreement shall be read together, as one document.

5.  Borrower hereby remakes all representations and warranties contained 
in the Credit Agreement and reaffirms all covenants set forth therein.  
Borrower further certifies that as of the date of this Amendment there 
exists no Event of Default as defined in the Credit Agreement, nor any 
condition, act or event which with the giving of notice or the passage 
of time or both would constitute any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.

WELLS FARGO BANK,
AUTO-GRAPHICS, INC.             NATIONAL ASSOCIATION


By: ss/Robert S. Cope           By: ss/Kirk C. Smith
       Robert S. Cope                  Kirk C. Smith
       President                       Vice President