FIFTH AMENDMENT TO CREDIT AGREEMENT


THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is 
entered into as of December 24, 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, as evidenced by Borrower's financial statements for the 
quarter ending September 30, 1998, Borrower has violated the EBITDA 
Coverage Ratio covenant and the profitability covenant set forth in 
Section 4.9 (d) and (e) of the Credit Agreement (the "Existing 
Violations"), which Existing Violations constitute Events of Default;

WHEREAS, Borrower has requested that Bank forbear from exercising 
its rights and remedies with respect to the Existing Violations, and 
Bank is willing to do so, subject to certain conditions;

WHEREAS, Bank and Borrower wish to amend two of the Events of 
Default in the Credit Agreement; 

NOW, THEREFORE, for valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties hereto agree 
as follows:

	1.  Bank hereby agrees to forbear from exercising its rights 
	and remedies in connection with the Existing Violations until 
	February 15, 1999, except that Bank reserves the right to 
	refuse to make advances under the Credits in Bank's sole 
	discretion.  Such agreement to forbear is conditioned upon 
	(a) delivery to Bank by January 4, 1999, of a current 
	financial statement of Robert S. Cope, in form and substance 
	satisfactory to Bank, and (b) delivery to Bank upon Bank's 
	request of any additional financial information Bank may 
	require, including without limitation information relating 
	to the business plan submitted by Borrower to Bank on December 
	11, 1998.  Failure to comply with such conditions shall 
	terminate Bank's forbearance.

	2.  The forbearance by Bank described above shall not be deemed 
	a waiver of the Existing Violations, nor a waiver or agreement 
	to forbear with respect to any future violation which may occur 
	under the Credit Agreement or the other Loan Documents.

	3.  Section 6.1(f) of the Credit Agreement is hereby amended and 
	restated in its entirety to read as follows:

		(f) Borrower or any guarantor hereunder shall 
	become insolvent, or shall suffer or consent to or apply for 
	the appointment of a receiver, trustee, custodian or 
	liquidator of itself or any of its property, or shall 
	generally fail to pay its debts as they become due, or 
	shall make a general assignment for the benefit of 
	creditors; Borrower or any guarantor hereunder shall 
	file a voluntary petition in bankruptcy, or seeking 
	reorganization, in order to effect a plan or other 
	arrangement with creditors or any other relief 
	under the Bankruptcy Reform Act, Title II of the 
	United States Code, as amended or recodified from 
	time to time, or under the Bankruptcy and Insolvency 
	Act (Canada) or comparable legislation in Canada or 
	any other jurisdiction (collectively, the "Bankruptcy
	Code"), or under any state or federal law granting 
	relief to debtors, whether now or hereafter in effect;
	or any involuntary petition or proceeding pursuant to 
	the Bankruptcy Code or any other applicable state or 
	federal law relating to bankruptcy, reorganization or 
	other relief for debtors is filed or commenced against 
	Borrower or any guarantor hereunder, and with respect 
	to any such filing by or against any guarantor hereunder,
	such petition is unopposed or has not been stayed by 
	such guarantor within 60 days of such filing, or Borrower 
	or any such guarantor shall file an answer admitting the 
	jurisdiction of the court and the material allegations 
	of any involuntary petition; or Borrower or any such 
	guarantor shall be adjudicated a bankrupt, or an order 
	of relief shall be entered against Borrower or any 
	such guarantor by any court of competent jurisdiction 
	under the Bankruptcy Code or any other applicable state 
	or federal law relating to bankruptcy, reorganization or 
	other relief for debtors.

	4.  Section 6.1(h) of the Credit Agreement is hereby amended and 
	Restated in its entirety to read as follows:

		(h)The death or incapacity of any individual 
	guarantor hereunder.  The dissolution or liquidation 
	of Borrower or any guarantor hereunder; or Borrower 
	or any guarantor hereunder, or any of their directors, 
	stockholders or members, shall take action seeking to 
	effect the dissolution or liquidation of Borrower or 
	any such guarantor, and with respect to any such 
	guarantor, such action is unopposed or has not been 
	stayed by such guarantor within 60 days of the date 
	such action was taken.

                                                                            
	5.  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.

	6.  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 except for the Existing 
Violations, 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.

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


By  ss/  Robert S. Cope 		By  ss/  Debbie Dillard-Bell
Robert S. Cope				Debbie Dillard-Bell
President					Vice-President



Acknowledged by the undersigned guarantor, who confirms that the 
guaranty executed by him continues in full force and effect, and who 
agrees to deliver to Bank, the financial statement referred to above.


						By  ss/  Robert S. Cope
						Robert S. Cope