AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT ACCOUNTS 
AND EQUIPMENT

THIS EIGHTH AMENDMENT ("Amendment") is made effective as of the 30th day of 
September, 1995, by and between Auto-Graphics, Inc., a California corporation 
("Borrower") and THE BANK OF CALIFORNIA, N. A., a national banking association 
("Bank").

RECITALS

A. Borrower is currently indebted to Bank pursuant to the terms and conditions 
of that certain Second Amended and Restated Revolving Credit Agreement - 
Accounts and Equipment dated August 28, 1992, as amended January 5, 1993, 
June 9, 1993, June 13, 1994, June 30, 1994, January 27, 1995, June 9, 199S and 
July 3, 1995 (the "Agreement");

B. Borrower and Bank have agreed to amend the Agreement to reflect certain 
changes in the terms and conditions set forth therein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Section 7.1 (a) of the Agreement is hereby deleted in its entirety, and the 
following substituted therefor:

" (a) Maintain current assets in an amount at least equal to 1.25 times 
current liabilities on a quarterly basis. "

2. Section 7.1 (b) of the Agreement is hereby deleted in its entirety, and the 
following substituted therefor:

" (b) Borrower will not permit total indebtedness to exceed 2.00 times 
Tangible Net Worth on a quarterly basis. "

3. The following new Section 7.1 (d) is hereby added to the Agreement 
immediately after the end of Section 7.1 (c):

" (d) Maintain profitable operations in an amount not less than $50,000.00 on 
an annual basis. "

GENERAL AMENDMENT PROVISIONS

A. Except as specifically provided herein, all terms and conditions of the 
Agreement remain in full force and effect, without waiver or modification.  
All terms defined in the Agreement shall have the same meaning when used in 
this Amendment, and this Amendment and the Agreement shall be read together 
as one document. Where any provisions of the Agreement amended by this 
Amendment appear in a promissory note tied to the Agreement, the same 
provisions in said promissory note shall be deemed likewise amended.

B. Borrower hereby confirms all representations and warranties contained in 
the Agreement and reaffirms all covenants, set forth therein. Further, 
Borrower certifies that, as of the date of the Amendment, there exits no Event 
of Default as defined in the Agreement, nor any condition, act or event which 
with the giving of notice or the passage of time or both would constitute an 
Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to become 
effective as of the date and year first written above.

THE BANK OF CALIFONRIA, N.A.

By: ss/ John Allred
	John Allred
Title:  Vice-President

Auto-Graphics, Inc., a California corporation

By: ss/ Robert S. Cope
	Robert S. Cope
Title:  President