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