DESCRIPTION - First Amendment to Credit Agreement between Wells Fargo Bank 
and Auto-Graphics, Inc. dated May 12, 1997. 


FIRST AMENDMENT TO CREDIT AGREEMENT
 
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered 
into as of June 23, 1997, by and between AUTOGRAPHICS, 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. Section 4. 8 (d) is hereby deleted in its entirety, and the following
  substituted therefor:

       "(d) EBITDA Coverage Ratio not less than 2.00 to 1.00 as of each 
fiscal year end and not less than 1.75 to 1.00 as of the end of each 
fiscal quarter excluding quarter ending 12/31, 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 and the prior period current maturity 
of subordinated debt."

  2. 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.

  3. 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.

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

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