United States
Securities and Exchange Commission
Washington, D.C. 20549




FORM 8-K


CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Date of Report (Date of earliest event reported):  July, 1999



AUTO-GRAPHICS, INC.
(Exact name of registrant as specified in its charter)

      California              0-4431         95-2105641
    State or Other          Commission     I.R.S. Employer
     Jurisdiction           File Number    Identification
   of Incorporation                            Number


  3201 Temple Avenue
  Pomona, California				     91768-3200
 Address of Principal				      Zip Code
  Executive Offices


Registrant's telephone number: (909) 595-7204




FORM 8-K

ITEM 1.   Change in Control of Registrant.

Potential Change in Control of Registrant

At June 30, 1999, Auto-Graphics (the "Company") had a total of 1,043,678
shares of common stock issued and outstanding.  Robert S. Cope ("Cope"),
the Company's CEO and principal shareholder, is the beneficial owner of
721,675 shares or 68% of the Company's total outstanding shares of common
stock.  As a result of his positions with and ownership of shares in the
Company, Cope may be deemed to be in a control relationship with the
Company.  Cope's beneficial ownership includes 523,391 (50%) shares
of common stock owned by him personally and 198,284 shares (19%) owned
by members of his family.  Cope has sole investment and voting power
over the shares of common stock owned by him personally, and is presumed
to share investment and voting power over the shares owned by members of
his family.

Mr. Cope has granted an option to Corey M. Patick ("Patick") to purchase
375,000 shares of the Company's common stock owned by him personally for
$5 per share.  If the option is exercised by Patick, then Cope has the
option to require Patick to purchase some or all of an additional 148,391
shares of such stock, which he owns personally at $4.75 per share.  The term
of the option is 18 months ending on November 14, 2000.  Additionally,
Patick has the right to purchase warrants to purchase up to 80,000 shares
of the Company's restricted common stock.

Patick has joined the Company as Vice President, Corporate Development and
is assisting the Company in raising a minimum of $500,000 in a Private
Placement Offering ("Offering") through the sale of 200,000 to 450,000
(possibly to be extended to 500,000) shares of the Company's (restricted)
stock.  Through the date of the filing of this report, the Company has
accepted subscriptions for 208,000 shares ($520,000) of the Company's
restricted common stock.  With the issuance of these shares, the total
shares outstanding will increase to 1,251,678.

The foregoing is qualified in its entirety by the information contained in
the accompanying exhibits. (See Item 7 - Exhibits).




ITEM 7.   Exhibits

Option Agreement dated May 15, 1999 between Robert S. Cope
and Elizabeth Cope and the Cope Family Trust, and Corey M. Patick
(Exhibit 10.30).

Employment Agreement dated May 15, 1999 between Auto-Graphics, Inc.
and Corey M. Patick (Exhibit 10.31).

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.


							AUTO-GRAPHICS, INC.
							   (Registrant)



Date:  August 9, 1999  				By:  ss/Robert S. Cope
							Robert S. Cope, President,
							Treasurer, and Director


Date:  August 9, 1999  	 			By:  ss/Daniel E. Luebben
							Daniel E. Luebben
							Vice President, Chief
							  Financial Officer &
							  Secretary