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

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered 
into as of October 3l, 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 
are hereby acknowledged, the parties hereto agree that the Credit 
Agreement shall be amended as follows:

1.  The second Paragraph of Section 1.6 is hereby amended and restated in 
its entirety to read as follows:

As security for all indebtedness of A-G Canada to Bank under the guaranty 
of A-G Canada referred to in Section 1.7 below, Borrower shall cause A-G 
Canada, on or before October 31, 1997, to grant to Bank security interests 
of first priority in all of A-G Canada's accounts receivable and other 
rights to payment, general intangibles, inventory, equipment and all 
proceeds of the foregoing.

2.  Section 1.7 is hereby amended by adding at the end thereof the 
following sentence:

On or before October 31, 1997, all indebtedness of Borrower to Bank shall 
be guaranteed by A-G Canada as evidenced by and subject to the terms of a
guaranty in form and substance satisfactory to Bank.

3.  The second paragraph of Section 3.1(b) is hereby amended and restated 
in its entirety to read as follows:

By October 31, 1997, Bank shall have received, in form and substance
satisfactory to Bank, each of the following, duly executed:

(x)	Guarantee.
(xi)	General Security Agreement.
(xii)	Financing Statements.
(xiii)	Opinion of Counsel.
(xiv)	Corporate Resolution.
(xv)  Such other documents as Bank may require under any other Section of
        this Agreement.

4.  Section 4.3 (d) is hereby amended and restated in its entirety to read
as follows:

(d) not later than 90 days after the end of each calendar year, a 
financial statement of each guarantor hereunder who is a natural person, 
prepared by such guarantor, to include all assets and liabilities, and 
within 15 days after filing, but in no event later than each April 30th, 
copies of each such guarantor's filed federal income tax returns for such 
year; 

5.  Section 6.1(h) is hereby amended and restated in its entirety to read
as follows:

(h) The death or incapacity of any guarantor hereunder who is a natural
person.  The dissolution or liquidation of Borrower or of any guarantor
hereunder which is not a natural person (except, with respect to A-G 
Canada, as permitted under the guarantee executed by it pursuant to 
Section 1.7 above); or Borrower or any such guarantor, or any of its 
directors, stockholders or members, shall take action seeking to effect 
the dissolution or liquidation of Borrower or such guarantor (except, with 
respect to A-G Canada, as permitted under the guarantee executed by it 
pursuant to Section 1.7 above).

6.  Bank and Borrower acknowledge and agree that in calculating the 
Borrowing Base of A-G Canada as set forth in Section 1.1 (b) (ii), the 
Canadian dollar values of A-G Canada's eligible accounts receivable shall 
be converted to U.S. dollar equivalents.

7.  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.

8.  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