SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

RASTER GRAPHICS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

RASTER GRAPHICS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

---------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

---------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11

---------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

---------------------------------------------------------------------
(5) Total fee paid:

---------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:

---------------------------------------------------------------------
(3) Filing Party:

---------------------------------------------------------------------
(4) Date Filed:

---------------------------------------------------------------------

RASTER GRAPHICS, INC.

------------------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 3, 1997

TO THE STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Raster
Graphics, Inc., a Delaware corporation (the "Company"), will be held on June 3,
1997 at 1:30 p.m., local time, at the Company's headquarters located at 3025
Orchard Parkway, San Jose, CA 95134, for the following purposes:

1. To elect Class I directors to serve for a term of three years and until
their successors are elected and qualified; and

2. To ratify the appointment of Ernst & Young LLP as independent auditors
of the Company for the fiscal year ending December 31, 1997; and

3. To transact such other business as may properly come before the meeting
or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on April 7, 1997 are
entitled to notice of and to vote at the Annual Meeting and any adjournment(s)
thereof.

All stockholders are cordially invited to attend the Annual Meeting.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy as promptly as possible in the
postageprepaid envelope enclosed for that purpose. Any stockholder attending the
meeting may vote in person even if he or she returned a proxy.

Very truly yours,

Michael W. Hall
Secretary
San Jose, California
April 30, 1997

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID
ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY WILL HAVE THE ADDED EXPENSE OF
RE-ISSUING THESE PROXY MATERIALS. IF YOU ATTEND THE MEETING AND SO DESIRE, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.

THANK YOU FOR ACTING PROMPTLY.
3

RASTER GRAPHICS, INC.

PROXY STATEMENT

------------------------

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed Proxy is solicited on behalf of the Board of Directors of
Raster Graphics, Inc. (the "Company"), for use at the Annual Meeting of
Stockholders to be held on June 3, 1997, at 1:30 p.m., local time, or at any
postponement or adjournment(s) thereof, for the purposes set forth herein and in
the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting
will be held at the Company's headquarters located at 3025 Orchard Parkway, San
Jose, CA 95134. The Company's telephone number at its principal executive
offices in San Jose, California is (408) 232-4000.

These proxy solicitation materials were mailed to stockholders on or about
April 30, 1997. The cost of soliciting these proxies will be borne by the
Company.

REVOCABILITY OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use either (i) by delivering to the Company
(Attention: Jan Benedict) a written notice of revocation or a duly executed
proxy bearing a later date or (ii) by attending the Annual Meeting of
Stockholders and voting in person.

VOTING AND SOLICITATION

Each share of Common Stock entitles its holder to one vote on matters to be
acted upon at the meeting, including the election of directors. Votes cast by
proxy or in person at the Annual Meeting will be tabulated by the Inspector of
Elections (the "Inspector"). The Inspector will also determine whether or not a
quorum is present. The affirmative vote of a majority of shares represented and
voting at a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) is
required under Delaware law for approval of proposals presented to stockholders.
In general, Delaware law also provides that a quorum consists of a majority of
the shares entitled to vote, represented either in person or by proxy. The
Inspector will treat abstentions as shares that are present and entitled to vote
for purposes of determining the presence of a quorum and as negative votes for
purposes of determining the approval of any matter submitted to the stockholders
for a vote.

The shares represented by the proxies received, properly marked, dated,
signed and not revoked will be voted at the Annual Meeting. Where such proxies
specify a choice with respect to any matter to be acted on, the shares will be
voted in accordance with the specifications made. Any proxy in the enclosed form
which is returned but is not marked will be voted "FOR" the election of
directors, "FOR" ratification of the appointment of the designated independent
auditors, and as the proxy holder(s) deem advisable on other matters that may
come before the meeting, as the case may be with respect to the item not marked.
If a broker indicates on the enclosed proxy or its substitute that it does not
have discretionary authority as to certain shares to vote on a particular
matter, those shares will not be considered as present with respect to that
matter. The Company believes that the tabulation procedures to be followed by
the Inspector are consistent with the general statutory requirements in Delaware
concerning voting shares and determination of a quorum.

The cost of soliciting proxies will be borne by the Company. In addition,
the Company may reimburse brokerage firms or other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to beneficial owners. Proxies may also be solicited by certain of the
Company's directors, officers and regular employees, without additional
compensation, personally or by telephone or telegram.
4

RECORD DATE AND SHARE OWNERSHIP

Only stockholders of record at the close of business on April 7, 1997 are
entitled to notice of and to vote at the meeting. At the record date, 9,170,694
shares of the Company's Common Stock were issued and outstanding.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

BOARD OF DIRECTORS

The Board of Directors will be divided into three classes with the
directors of each class serving staggered terms and until his respective
successor is elected and qualified. The Class I directors are Rakesh Kumar and
Delbert W. Yocam, whose current terms will end at this Annual Meeting. The Class
II directors are Promod Haque and Lucio L. Lanza, whose current terms will end
at the Annual Meeting of Stockholders in 1998, and the Class III director is
Charles Edwards, whose current term will end at the Annual Meeting of
Stockholders in 1999. The term of office for each person elected as a director
will expire at the third succeeding annual meeting of stockholders after their
election and until his or her respective successor is duly elected and
qualified.

Frank J. Caufield and W. Jeffers Pickard, two long-standing members of the
Board of Directors, have declined to stand for reelection. The entire Board of
Directors extends its gratitude for their invaluable contributions to the past
and future success of the Company.

The following table set forth certain information with respect to the
directors of the Company as of April 7, 1997:

DIRECTOR
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION SINCE CLASS
- ------------------ --- ----------------------------------------------- -------- -----

Rakesh Kumar 51 Chairman, President and Chief Executive Officer
of the Company 1991 I
Delbert W. Yocam 52 Chairman and Chief Executive Officer of Borland
International 1995 I
Promod Haque 48 Vice President of Norwest Venture Capital
Management 1993 II
Lucio L. Lanza 51 Partner of U.S. Venture Partners 1993 II
Charles Edwards 37 President of Onyx Graphics, Inc. 1995 III

Mr. Kumar joined the Company in 1991 as President and Chief Executive
Officer. From 1988 to 1991, he was Group Marketing Manager, Engineering Systems,
for Digital Equipment Corporation, where he was responsible for worldwide
marketing to technical customers. From 1985 to 1987, he was Vice President of
Sales and Marketing for Precision Image Corporation, a manufacturer of
electrostatic printers. Prior to 1985, Mr. Kumar held a number of management
positions with Phoenix Data Systems, an electronic design automation software
company, Applicon, Inc., a CAD systems company, and Digital Equipment
Corporation.

Mr. Yocam has served as a director of the Company since April 1995. Since
December 1996, Mr. Yocam has been Chairman of the Board of Directors and Chief
Executive Officer of Borland International, Inc. From November 1994 to November
1996, he was an independent consultant. From September 1992 to November 1994,
Mr. Yocam was President, Chief Operating Officer and a director of Tektronix,
Inc. Mr. Yocam is also a director of Adobe Systems, Inc., Boomtown, Inc.,
Xircom, Inc. and several privately held technology companies.

Mr. Haque has served as a director of the Company since May 1993. Since
1990, he has served as Vice President of Norwest Venture Capital Management
Inc., a venture capital firm. He also is a general partner of Itasca Partners,
which is a general partner of Norwest Equity Partners IV, a Minnesota limited
partnership. He also serves as director of Forte Software, Inc.; Optical
Sensors, Inc.; Prism Solutions, Inc.; and Transaction Systems Architect, Inc.

Mr. Lanza has served as a director of the Company since May 1993. Since
1990, Mr. Lanza has been a partner of U.S. Venture Partners, a venture capital
firm, and an independent consultant to semiconductor and software companies. In
1986, Mr. Lanza founded EDA Systems, and served as Chief Executive Officer until

2
5

1989. Prior to 1986, he served in a number of marketing, engineering and general
management positions in the electronics industry, including corporations such as
Intel Corporation and Olivetti S.p.A.

Mr. Edwards has served as a director of the Company since August 1995. In
1989, he founded Onyx Graphics, Inc. where he continues to serve as President.
From 1987 to 1989, he served as Product Marketing Manager for Logic Automation,
an electronic design automation software company. From 1985 to 1987, he was a
partner of ALS, Inc., where he developed software design tools for GE
Semiconductor. Prior to 1985, Mr. Edwards was an engineer at Intel Corporation.

NOMINEES

Two directors are to be elected at this Annual Meeting. The Board has
nominated the two current members of the Board constituting Class I to be
re-elected and to serve a three-year term expiring at the Annual Meeting of
Stockholders to be held in 2000. Unless otherwise instructed, the proxy holders
will vote the proxies received by them for the Company's two nominees named
below, regardless of whether any other names are placed in nomination by anyone
other than one of the proxy holders. In the event that any such nominee is
unable or declines to serve as a director at the time of the Annual Meeting, the
proxy holders will vote in their discretion for a substitute nominee. It is not
expected that any nominee will be unavailable. The term of office of each person
elected as a director will continue until his term expires and until his
successor has been elected and qualified.

The names of the nominees, their ages as of April 7, 1997, and certain
other information about them are set forth below:

DIRECTOR
NAME OF DIRECTOR AGE PRINCIPAL OCCUPATION SINCE
- ------------------- --- -------------------------------------------- --------

Rakesh Kumar 51 Chairman, President and Chief Executive 1991
Officer of the Company
Delbert W. Yocam 52 Chairman and Chief Executive Officer of 1995
Borland International

Except as set forth above, each of the nominees has been engaged in the
principal occupation set forth opposite his name during the past five years.
There are no family relationships among the directors or executive officers of
the Company.

BOARD MEETINGS AND COMMITTEES

The Board of Directors held a total of 12 meetings during the fiscal year
ended December 31, 1996. The Board of Directors has an Audit Committee and a
Compensation Committee. It does not have a nominating committee or a committee
performing the functions of a nominating committee.

The Audit Committee reviews the Company's annual audit and meets with the
Company's independent auditors to review the Company's internal controls and
financial management practices. The Board's Audit Committee currently consists
of Mr. Haque and W. Jeffers Pickard and will hold its first meeting during
fiscal year 1997. The Compensation Committee recommends compensation for certain
of the Company's personnel to the Board and, together with the Board of
Directors, administers the Company's stock and option plans. The Compensation
Committee currently consists of Mr. Lanza, Mr. Yocam and W. Jeffers Pickard and
held two meetings during the last fiscal year.

Of the incumbent directors, no director attended fewer than 75 percent of
the aggregate number of meetings of the Board of Directors and of the committees
upon which such director served during fiscal 1996, other than Mr. Lanza who
attended 68 percent of the meetings of the Board of Directors.

COMPENSATION OF DIRECTORS

Directors are reimbursed for certain reasonable expenses incurred in
attending Board meetings. In addition, Mr. Yocam receives $1,000 for each Board
of Directors meeting attended and receives an annual consulting fee of $30,000.
In May 1996, Mr. Edwards, President of Onyx, was granted an option to purchase

3
6

20,000 shares of Common Stock at an exercise price of $7.00 per share. In August
1996, Messrs. Edwards, Haque, Lanza and Yocam were each granted an option to
purchase 10,000 shares of Common Stock at an exercise price of $8.00 per share.
Nonemployee directors of the Company are eligible to participate in the
Company's 1996 Directors' Stock Option Plan.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE TO SERVE AS DIRECTOR FOR THE ENSUING THREE YEAR TERM AND
UNTIL HIS SUCCESSOR IS ELECTED AND QUALIFIED.

PROPOSAL NO. 2: APPROVAL OF AUDITORS

The Board of Directors has appointed the firm of Ernst & Young LLP,
independent public accountants, to audit the financial statements of the Company
for the fiscal year ending December 31, 1997, and recommends that stockholders
vote for ratification of this appointment. In the event the stockholders do not
ratify such appointment, the Board of Directors will reconsider its selection.
Representatives of Ernst & Young LLP are expected to be present at the Annual
Meeting and will have the opportunity to respond to appropriate questions and to
make a statement if they desire.

RECOMMENDATION OF THE BOARD OF DIRECTORS

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDING DECEMBER 31, 1997.

4
7

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership of the Company's
Common Stock as of April 7, 1997 as to (i) each person who is known by the
Company to beneficially own more than five percent of the Company's Common
Stock, (ii) each of the Company's directors, (iii) each of the executive
officers named in the Summary Compensation Table, and (iv) all directors and
executive officers as a group.

SHARES BENEFICIALLY
5% STOCKHOLDERS, DIRECTORS OWNED(1)
NAMED EXECUTIVE OFFICERS, ---------------------
AND DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP NUMBER PERCENT
--------------------------------------------------------- --------- -------

Norwest Equity Partners IV,.............................. 857,584 9.35%
a Minnesota Limited Partnership
245 Lytton Avenue, Suite 250
Palo Alto, CA 94301
Merrill, Pickard, Anderson & Eyre IV..................... 458,281 5.00%
2480 Sand Hill Road, Suite 200
Menlo Park, CA 94025
Promod Haque(2).......................................... 857,584 9.35%
W. Jeffers Pickard(3).................................... 461,218 5.03%
Rakesh Kumar(4).......................................... 257,498 2.81%
Frank J. Caufield(5)..................................... 201,012 2.19%
Lucio L. Lanza(6)........................................ 120,283 1.31%
Charles Edwards(7)....................................... 82,860 *
Robert W. Johnson, Ph.D(8)............................... 50,833 *
Sebastian J. Nardecchia(9)............................... 48,750 *
Delbert W. Yocam(10)..................................... 26,667 *
Dennis R. Mahoney(11).................................... 19,999 *
James L. Harre(12)....................................... 7,000 *
All executive officers and directors as a group (11
persons)(13)........................................... 2,133,704 23.27%

- ---------------

* Less than 1.00%.

(1) Information with respect to beneficial ownership is based upon information
furnished by each director and officer or contained in filings made with
the Securities and Exchange Commission. Except as indicated in the
footnotes to this table, the stockholders named in this table have sole
voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to community property laws
where applicable.

(2) Includes 857,584 shares held by Norwest Equity Partners IV. Because Mr.
Haque is a general partner of Norwest Equity Partners, the general partner
of Norwest Equity Partners IV, he may be deemed to be a beneficial owner of
such shares. Mr. Haque disclaims beneficial ownership of such shares except
to the extent of his interest in such shares arising from his interest in
Norwest Equity Partners.

(3) Includes 458,281 shares held by Merrill, Pickard, Anderson & Eyre IV and
2,937 shares held by MPAE Technology Partners. Because Mr. Pickard is a
general partner of Merrill, Pickard, Anderson & Eyre, the general partner
of these entities, he may be deemed to be a beneficial owner of such
shares. Mr. Pickard disclaims beneficial ownership of such 461,218 shares
except to the extent of his interest in such shares arising from his
interest in Merrill, Pickard, Anderson & Eyre. Mr. Pickard will not be
seeking reelection to the Board of Directors.

(4) Includes 242,498 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(5) Includes 169,840 shares held by Kleiner Perkins Caufield & Byers IV and
23,679 shares held by KPCB Zaibatsu Fund I. Because Mr. Caufield is a
general partner of Kleiner Perkins Caufield & Byers, which is the general
partner of Kleiner Perkins Caufield & Byers IV and KPCB Zaibatsu Fund I, he
may be

5
8

deemed to be a beneficial owner of such 193,519 shares. Mr. Caufield
disclaims beneficial ownership of such 1 shares except to the extent of his
interest in such shares arising from his interest in Kleiner Perkins
Caufield & Byers. Mr. Caufield will not be seeking reelection to the Board
of Directors.

(6) Includes 2,500 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997. Also included are 112,881
shares held by U.S. Venture Partners III, 3,727 shares held be Second
Ventures Limited Partnership and 1,175 shares held by U.S.V. Entrepreneur
Partners. Because Mr. Lanza is a general partner of U.S. Venture Partners,
the general partner of these entities, he may be deemed to be a beneficial
owner of such shares. Mr. Lanza disclaims beneficial ownership of such
117,783 shares except to the extent of his interest in such shares arising
from his interest in U.S. Venture Partners.

(7) Includes 73,560 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(8) Includes 50,833 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(9) Includes 48,750 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(10) Includes 26,667 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(11) Includes 19,999 shares issuable upon the exercise of outstanding options
exercisable within 60 days of April 7, 1997.

(12) Mr. Harre resigned from the Company on February 16, 1997.

(13) Includes an aggregate 464,807 shares subject to options held by officers
and directors which options are exercisible within 60 days after April 7,
1997. In addition, this total includes an aggregate 1,668,897 shares held
by certain directors, beneficial ownership for such shares is disclaimed
within the meaning of Rule 13d-3 under the Exchange Act.

6
9

EXECUTIVE COMPENSATION

The following table shows the compensation received by (a) the individual
who served as the Company's Chief Executive Officer during the fiscal year ended
December 31, 1996; (b) the other most highly compensated individuals who were
serving as executive officers of the Company at the fiscal year ended December
31, 1996; and (c) the compensation received by each such individual for the
Company's two preceding fiscal years.

LONG-TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
----------------------------------- SECURITIES
BONUS AND UNDERLYING ALL
NAME AND PRINCIPAL POSITION YEAR(1) SALARY COMMISSION OPTIONS OTHER(2)
- ------------------------------------ ------- -------- ---------- ------------ --------

Rakesh Kumar........................ 1996 $168,923 $ 755 100,000
President, Chief Executive 1995 $161,539 60,000
Officer and Chairman of the Board
Charles Edwards..................... 1996 $ 92,692 $ 32,003 20,000
Director and President 1995 $ 90,000 $ 26,150 --
of Onyx Graphics, Inc.
James L. Harre(3)................... 1996 $101,616 $ 50,328 --
Former Vice President, 1995 $100,000 $ 45,293 20,000
Sales and Marketing
Robert W. Johnson, Ph.D............. 1996 $111,951 $ 10,000 10,000 $ 11,250
Vice President, Engineering 1995 $130,000 -- 20,000
Dennis R. Mahoney................... 1996 $ 82,500(4) $ 20,000 90,000
Vice President and 1995 -- -- --
Chief Financial Officer
Sebastian J. Nardecchia............. 1996 $123,538 $ 10,000 20,000
Vice President, Operations 1995 $111,539 -- 30,000

- ---------------

(1) In accordance with the rules of the Securities and Exchange Commission, no
information is provided for fiscal years prior to fiscal year 1995 because
the Company became a reporting company pursuant to Section 13(a) or 15(d) of
the Exchange Act of 1934, as amended, in 1996 and the Company was not
required to provide such information in response to a Commission filing
requirement prior to that time.

(2) This amount represents disability benefits.

(3) Mr. Harre resigned from the Company on February 16, 1997.

(4) Mr. Mahoney joined the Company in May 1996 at an annual base salary level of
$150,000, of which $82,500 was paid during fiscal year 1996.

7
10

The following table sets forth information for the executive officers named
in the Summary Compensation Table with respect to grants of options to purchase
Common Stock of the Company made in 1996 and the value of all options held by
such executive officers on December 31, 1996.

OPTION GRANTS DURING YEAR ENDED DECEMBER 31, 1996

INDIVIDUAL GRANTS(1)
---------------------------------------
POTENTIAL REALIZABLE
NUMBER OF PERCENTAGE VALUE AT ASSUMED
SECURITIES OF ANNUAL RATES OF
UNDERLYING TOTAL OPTIONS EXERCISE STOCK PRICE
OPTIONS GRANTED TO OR APPRECIATION FOR
GRANTED ------------- BASE PRICE OPTION TERM(2)
---------- EMPLOYEES IN ---------- EXPIRATION -----------------------
NAME (SHARES) FISCAL 1996 ($/SHARE) DATE 5% ($) 10% ($)
- ------------------------------ ---------- ------------- ---------- ---------- -------- ----------

Rakesh Kumar.................. 100,000 15.86% $ 7.00 5/16/06 $440,226 $1,115,619
Charles Edwards............... 20,000 3.17% $ 7.00 5/16/06 $ 88,045 $ 223,123
James L. Harre(3)............. 20,000 3.17% $ 7.00 5/16/06 $ 88,045 $ 223,123
Robert W. Johnson, Ph.D....... 10,000 1.59% $ 7.00 5/16/06 $ 44,022 $ 111,581
Dennis R. Mahoney............. 20,000 3.17% $ 9.75 9/11/06 $122,634 $ 310,779
70,000 11.10% $ 7.00 5/16/06 $308,158 $ 780,933
Sebastian J. Nardecchia....... 10,000 1.59% $ 9.75 9/11/06 $ 61,317 $ 155,389
10,000 1.59% $ 7.00 5/16/06 $ 44,022 $ 111,561

- ---------------

(1) Consists of stock options granted pursuant to the Company's 1988 Stock
Option Plan and 1996 Stock Plan. The Company's options generally become
exercisable at a rate of 12.5% after six months following the date of grant
and approximately 2% per month thereafter, as long as the optionee remains
an employee with, consultant to or director of the Company. The maximum term
of each option granted is ten years from the date of grant. The exercise
price is equal to the fair market value of the stock on the grant date as
determined by the Board of Directors.

(2) The 5% and 10% assumed compounded annual rates of stock price appreciation
are mandated by rules of the Securities and Exchange Commission. There can
be no assurance that the actual stock price appreciation over the ten-year
option term will be at the assumed 5% and 10% levels or at any other defined
level. Unless the market price of the Common Stock appreciates over the
option term, no value will be realized from the option grants made to the
persons named in the Summary Compensation Table.

(3) Mr. Harre resigned from the Company on February 16, 1997.

AGGREGATED OPTION EXERCISES IN THE YEAR ENDED
DECEMBER 31, 1996 AND YEAR-END OPTION VALUES

The following table sets forth information for the executive officers named
in the Summary Compensation Table with respect to exercises in fiscal year 1996
of options to purchase Common Stock of the Company.

VALUE OF
NUMBER OF UNEXERCISED
SECURITIES UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS AT
OPTIONS FISCAL YEAR END(1)
SHARES AT FISCAL YEAR END -------------------
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- -------- ---------------------

Rakesh Kumar.................... -- -- 230,833/119,167 $2,530,935/$800,314
Charles Edwards................. -- -- 151,476/17,084 $1,713,008/$83,2845
James L. Harre(2)............... 9,000 $ 67,782 42,656/48,334 $ 466,372/$438,753
Robert W. Johnson, Ph.D......... -- -- 41,548/48,542 $ 462,108/$496,642
Dennis R. Mahoney............... -- -- 10,208/79,792 $ 49,764/$333,986
Sebastian J. Nardecchia......... -- -- 40,208/39,792 $ 447,889/$304,611

- ---------------

(1) The value of unexercised in-the-money is based on the closing price of the
Company's Common Stock as reported on the Nasdaq National Market on December
31, 1996 of $11.875 per share.

(2) Mr. Harre resigned from the Company on February 16, 1997.

8
11

Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the following report and
the Performance Graph shall not be incorporated by reference into any such
filings.

COMPENSATION COMMITTEE REPORT

The following is a report of the Compensation Committee of the Board of
Directors (the "Committee") describing the compensation policies applicable to
the Company's executive officers during the fiscal year ended December 31, 1996.
The Committee recommends salaries, incentives and other forms of compensation
for directors, officers and other employees of the Company, administers the
Company's various incentive compensation and benefit plans (including stock
plans) and recommends policies relating to such incentive compensation and
benefit plans. Executive officers who are also directors have not participated
in deliberations or decisions involving their own compensation.

COMPENSATION POLICY

The Company's executive officer compensation philosophies are designed to
attract, motivate and retain senior management by providing an opportunity for
competitive, performance-based compensation. Executive officer compensation
consists of competitive base salaries and stock-based incentive opportunities in
the form of options to purchase the Company's Common Stock. The Company's
executive compensation program consists of three main components: (1) base
salary, (2) potential for bonus based on overall Company performance as well as
individual performance, (3) stock options/grants that provide the executive
officers with the opportunity to build a meaningful stake in the Company, with
the objective of aligning executive officers' long-range interests with those of
the stockholders and encouraging the achievement of superior results over time.
The second and third elements of the compensation program constitute the "at
risk" components. The Committee annually evaluates the Company's performance,
actual compensation and stock ownership of executive officers on a comparative
basis with companies in the same industry as well as other companies in the same
geographical area.

BASE SALARIES FOR 1996

In establishing compensation guidelines with respect to base salary, the
Company utilized data from various surveys prepared by independent firms to
assist it in setting salary levels competitive with those of other similar
industry companies. While it is the Committee's intent to continue to review
periodically base salary information to monitor competitive ranges within the
applicable market, including consideration of the Company's geographic location
and individual job responsibilities, it is further the intent of the Committee
to maintain a close relationship between the Company's performance and the base
salary component of its executive officers' compensation.

STOCK OPTION AWARDS FOR 1996

The Company's 1996 Stock Plan provides for the issuance of stock options to
officers and employees of the Company to purchase shares of the Company's Common
Stock at an exercise price equal to the fair market value of such stock on the
date of grant. The Company's stock options typically vest ratably over a period
of four years. Stock options are granted to the Company's executive officers and
other employees both as a reward for past individual and corporate performance
and as an incentive for future performance. The Committee believes that
stock-based performance compensation arrangements are essential in aligning the
interests of management and the stockholders in enhancing the value of the
Company's equity.

COMPENSATION OF THE CHIEF EXECUTIVE OFFICER

The compensation for Rakesh Kumar, the Company's Chairman, President and
Chief Executive Officer ("CEO") is determined based on a number of factors,
including comparative salaries of CEO's of companies in the Company's peer
group, the CEO's individual performance and the Company's performance as

9
12

measured against the stated objectives. The CEO's total compensation package
includes stock option grants with the goal of motivating leadership for
long-term Company success and providing significant reward upon achievement of
Company objectives and enhancing stockholder value. As with other executives,
size of option grants is also based on a review of competitive survey data.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Committee has considered the impact of Section 162(m) of the Internal
Revenue Code adopted under the Omnibus Budget Reconciliation Act of 1993, which
section disallows a deduction for any publicly held corporation for individual
compensation exceeding $1 million in any taxable year for the CEO and four other
most highly compensated executive officers, unless such compensation meets the
requirements for the "performance-based" exception to the general rule. Since
the cash compensation paid by the Company to each of its executive officers is
expected to be well below $1 million and the Company believes that options
granted under the Company's 1996 Stock Option Plan will meet the requirements
for qualifying as performance-based, the Committee believes that this section
will not affect the tax deductions available to the Company. It will be the
Committee's policy to qualify, to the extent reasonable, the executive officers'
compensation for deductibility under applicable tax law.

SUBMITTED BY THE COMPENSATION
COMMITTEE OF THE BOARD OF DIRECTORS

Lucio L. Lanza
W. Jeffers Pickard
Delbert W. Yocam

10
13

PERFORMANCE GRAPH

The following graph compares the cumulative total stockholder return data,
assuming reinvestment of all dividends, for the Company's Common Stock at
December 31, 1996 since August 8, 1996 (the date on which the Company's stock
was first registered under Section 12 of the Securities Exchange Act of 1934, as
amended) to the cumulative return over such period of (i) the Hambrecht & Quist
Technology Index and (ii) the U.S. Index for the Nasdaq National Market. The
graph assumes that $100 was invested on August 8, 1996 in the Common Stock of
the Company and each of the comparative indices. The graph further assumes that
such amount was initially invested in the Common Stock of the Company at a price
per share of $8.00, the price at which such stock was first offered to the
public by the Company on that date. The stock price performance on the following
graph is not necessarily indicative of future stock price performance.

COMPARISON OF 5 MONTH CUMULATIVE TOTAL RETURN
AMONG RASTER GRAPHICS, INC.,
THE HAMBRECHT & QUIST TECHNOLOGY INDEX
AND THE NASDAQ STOCK MARKET INDEX

H & Q
MEASUREMENT PERIOD RASTER GRAPHICS, TECHNOLOGIES NASDAQ STOCK
(FISCAL YEAR COVERED) INC. INDEX MARKET INDEX

8/8/96 100 100 100
12/31/96 148 116 113

8/08/96 12/31/96
------ --------

Raster Graphics, Inc.......................... 100 148
H & Q Technology Index........................ 100 116
NASDAQ Stock Market Index..................... 100 113

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company has an employment agreement with its Chief Executive Officer
which provides for a six-month severance in the event of termination of
employment. In addition, the Company has an employment agreement with its Chief
Financial Officer which terms provide for a six-month severance and continued
vesting of outstanding options for a period of 26 weeks in the event of
termination of employment.

The Company has entered into an indemnification agreement with each of its
executive officers and directors that may require the Company, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or services as director or officer and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified.

The Company believes that all of the transactions set forth above were made
on terms no less favorable to the Company than could have been obtained from
unaffiliated third parties. All future transactions, including

11
14

loans, between the Company and its officers, directors, principal stockholders
and affiliates will be approved by a majority of the Board of Directors,
including a majority of the independent and disinterested directors on the Board
of Directors, and will be on terms no less favorable to the Company than could
be obtained from unaffiliated third parties.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities
to file with the Securities and Exchange Commission (the "SEC") initial reports
of ownership and reports of changes in ownership of Common Stock and other
equity securities of the Company. Officers, directors and holders of more than
ten percent of the Company's Common Stock are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

To the Company's knowledge, based solely upon review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1996 all
Section 16(a) filing requirements applicable to the Company's officers,
directors and holders of more than ten percent of the Company's Common Stock
were complied with.

ADDITIONAL INFORMATION REGARDING
1988 STOCK OPTION PLAN

Attached to this Proxy Statement as Appendix A is certain information
concerning the Company's 1988 Stock Option Plan. Such information is being
furnished under subsection (b) of Rule 16b-3 promulgated under the Exchange Act
in order to perfect the stockholder approval requirement of Rule 16b-3 with
respect to such plans.

DEADLINE FOR RECEIPT OF STOCKHOLDER
PROPOSALS FOR 1998 ANNUAL MEETING

Proposals of stockholders that are intended to be presented by such
stockholders at the Company's 1998 Annual Meeting must be received by the
Company no later than February 3, 1998 in order that such proposals may be
included in the proxy statement and form of proxy relating to that meeting.

OTHER MATTERS

The Board of Directors knows of no other matters to be submitted to the
meeting. If any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote the shares
they represent as the Board of Directors may recommend.

BY ORDER OF THE BOARD OF DIRECTORS

Michael W. Hall
Secretary
Dated: April 30, 1997

12
15

APPENDIX A

DESCRIPTION OF THE
1988 STOCK OPTION PLAN

The Company's 1988 Stock Option Plan (the "Plan") was adopted by the Board
of Directors in November 1988 and approved by the stockholders in April 1989. By
resolution of the Board of Directors, the Plan terminated upon the closing of
the Company's initial public offering on August 8, 1996, except to the extent
necessary to honor and fulfill the Company's obligations with respect to options
then outstanding. Immediately prior to the Plan's termination, a total of
1,330,400 shares of Common Stock were outstanding and 24,823 were available for
grant. The essential features of the Plan are outlined below.

GENERAL

The Plan provided for the grant to employees of the Company (including
officers and employee directors) of "incentive stock options" within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and
for the grant of nonstatutory stock options to employees and consultants of the
Company. The purposes of the Plan were to attract and retain the best available
personnel for positions of substantial responsibility, to provide additional
incentives to the employees and consultants of the Company and to promote the
success of the Company's business.

ADMINISTRATION

The Plan is administered by the Board of Directors of the Company or by a
committee appointed by the Board (the "Board"). The Board selected the
optionees, determined the number of shares to be subject to each option and
determined the exercise price, term and the rate at which the options become
exercisable.

ELIGIBILITY

Under the Plan, employees (including officers and employee directors) could
be granted incentive stock options within the meaning of Section 422 of the
Code, and employees and consultants could be granted nonstatutory stock options.
The Plan provided that no Incentive Stock Option could be granted to an Employee
which, when aggregated with all other incentive stock options granted to such
Employee by the Company, would result in shares having an aggregate fair market
value (determined for each share as of the date of grant of the Option covering
such share) in excess of $100,000 becoming first available for purchase upon
exercise of one or more incentive stock options during any calendar year.

EXERCISE PRICE

The exercise price of all incentive stock options granted under the Plan
were required to be at least equal to 100% of the fair market value of the
Common Stock of the Company on the date of grant. The exercise price of all
nonstatutory stock options granted under the Plan were required to be equal to
85% of the fair market value of the Common Stock on the date of grant. With
respect to any participant who owned stock representing more than 10% of the
voting power of all classes of stock of the Company, the exercise price of any
stock option granted was required to be equal to at least 110% of the fair
market value. The exercise price could be paid in such consideration as
determined by the Board.

TERM

If an optionee owned stock possessing more than 10% of the voting power of
the Company's outstanding capital stock, the term of an option could not exceed
five years. The term of incentive stock options could not exceed ten years. The
Plan provided that in the event of the termination of an optionee's employment
or consulting relationship with the Company, such optionee could exercise any
vested options within three months following termination (or such other period
of time not exceeding six months, in the case of a nonstatutory stock option
following termination as determined by the Board). If the optionee was not
entitled

A-1
16

to exercise the option at the date of such termination, or if the optionee did
not exercise such option (which the optionee was entitled to exercise) within
the time specified in the Plan, the option terminated.

EXERCISABILITY

The Board determined when options became exercisable, including any
restrictions or limitations such as those based on continued employment.

ADJUSTMENT UPON CHANGES IN CAPITALIZATION OR MERGER

In the event of certain changes in control of the Company, such as a
proposed sale of all or substantially all of the Company's assets, or a merger
of the Company with or into another corporation, the Plan requires that each
outstanding option be assumed or an equivalent option substituted by the
successor corporation. With respect to any option granted prior to January 4,
1992, in the event that such successor corporation does not agree to assume such
option or to substitute an equivalent option, the Board shall, in lieu of such
assumption or substitution, provide for the optionee to have the right to
exercise such option.

TRANSFERABILITY

No option may be transferred by the optionee other than by will or the laws
of descent or distribution. Each option may be exercised, during the lifetime of
the optionee, only by such optionee.

AMENDMENT AND TERMINATION OF PLAN

The Board of Directors may at any time amend the Plan, except that such
action cannot adversely affect options previously granted without the agreement
of any optionee so affected. To the extent necessary and desirable to comply
with Rule 16b-3 under the Exchange Act or with Sections 162(m) and 422 of the
Internal Revenue Code (or any other applicable law or regulation, including the
requirements of any exchange or reporting system on which the Company's Common
Stock may then be listed), the Company must obtain stockholder approval of any
Plan amendment in such a manner and to such a degree as required. The Board of
Directors has determined that no further options will be granted under the Plan.

OPTIONS GRANTED

As of December 31, 1996, options for 1,330,400 shares were outstanding
under the Plan and 24,823 shares remained available for future grant. As of
December 31, 1996, the aggregate fair market value of shares subject to
outstanding options under the Plan was $15,785,000, based upon the closing price
of the Common Stock of $11.875 as reported on the Nasdaq National Market on such
date. The actual benefits, if any, to the holders of stock options issued under
the Plan are not determinable prior to exercise, as the value, if any, of such
stock options to their holders is represented by the difference between the
market price of a share of the Company's Common Stock on the date of exercise
and the exercise price of a holder's stock option.

TAX INFORMATION

The following is only a brief summary of the federal income tax
consequences for the optionee and the Company with respect to the grant and
exercise of options under the Plan. This summary does not purport to be
complete, and does not discuss the tax consequences of the optionee's death or
the income tax laws of any municipality, state or foreign country in which an
optionee may reside. The Company advises all optionees to consult their own tax
advisors with respect to the tax consequences of their participation in the
Plan.

Options granted under the Plan may be either incentive stock options, which
are intended to qualify for the special tax treatment provided by Section 422 of
the Code, or nonstatutory stock options which will not so qualify.

If an option granted under the Plan is an incentive stock option, under
Federal tax law, an optionee will not recognize income upon grant of the option
and have no regular taxable liability due to the exercise. However, the excess
of the value of the stock subject to the option over the exercise price will be
an item of alternative

A-2
17

minimum taxable income, which could result in the optionee being subject to the
alternative minimum tax for the year of exercise. Upon the sale or exchange of
the shares more than two years after grant of the option and more than one year
after exercise of the option, any gain will be treated as long-term capital
gain. If both of these holding periods are not satisfied (a "disqualifying
disposition"), the optionee will recognize ordinary income equal to the
difference, if any, between the exercise price and the lower of (i) the fair
market value of the shares at the date of the option exercise or (ii) the sale
price of the shares. A different rule for measuring ordinary income upon such a
disqualifying disposition may apply if the optionee is also an officer,
director, or 10% stockholder of the Company. The Company will be entitled to a
deduction in the same amount as the ordinary income recognized by the optionee.
Any gain or loss recognized on such a disqualifying disposition of the shares in
excess of the amount treated as ordinary income will be characterized as
longterm or short-term capital gain or loss, depending on whether or not the
disposition occurs more than one year after the exercise date.

All other options which do not qualify as incentive stock options or are
not designated as such are referred to as nonstatutory stock options. An
optionee will not recognize any taxable income under Federal tax laws at the
time he or she is granted a nonstatutory stock option. However, upon its
exercise, the optionee will recognize ordinary taxable income measured by the
excess of the then fair market value of the shares over the exercise price. A
different rule for measuring ordinary income upon exercise may apply if the
optionee is an officer, director or 10% stockholder of the Company. The Company
will be entitled to a tax deduction in the same amount as the ordinary income
recognized by the optionee with respect to shares acquired upon exercise of a
nonstatutory stock option. The taxable income recognized by an optionee who is
also an employee of the Company will be subject to income and employment tax
withholding by the Company by payment in cash by the optionee or out of the
optionee's current earnings. Upon resale of such shares by the optionee, any
difference between the sale price and the optionee's tax basic (exercise price
plus the income recognized upon exercise) are treated as capital gain or loss
and will qualify for long-term capital gain or loss treatment if the shares have
been held for more than one year after the exercise date.

A-3
18
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

RASTER GRAPHICS, INC.

1997 ANNUAL MEETING OF STOCKHOLDERS

P The undersigned stockholder of Raster Graphics, Inc., a Delaware
R corporation, (the "Company") hereby acknowledges receipt of the Notice
O of Annual Meeting of Stockholders and Proxy Statement, each dated April
X 30, 1997, and hereby appoints Rakesh Kumar and Dennis R. Mahoney, or
Y either of them, as proxies and attorneys-in-fact with full power to each
of substitution, on behalf and in the name of the undersigned, to
represent the undersigned at the 1997 Annual Meeting of Stockholders of
Raster Graphics, Inc. to be held on June 3, 1997 at 1:30 p.m., local
time, at the Company's headquarters located at 3025 Orchard Parkway, San
Jose, CA, and at any adjournment(s) or postponement(s) thereof, and to
vote all shares of Common Stock that the undersigned would be entitled
to vote if then and there personally present, on the matters set forth
below:

PROPOSAL NO. 1 - ELECTION OF DIRECTORS

/ / For all nominees listed below

/ / Withhold authority for all nominees listed below

If you wish to withhold authority for any individual nominee(s), strike
a line through his name or their names in the list below:

Rakesh Kumar Delbert W. Yocam

PROPOSAL NO. 2 - APPOINTMENT OF INDEPENDENT AUDITORS

To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1997.

/ / FOR / / AGAINST / / ABSTAIN

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE

19
NOTE: This Proxy should be marked, dated, signed by the stockholder(s) exactly
as his or her name appears hereon, and returned in the enclosed envelope.

In their discretion, upon such other matter or matters which may properly come
before the meeting or any postponement(s) or adjournment(s) thereof.

THIS PROXY WILL BE VOTED AS DIRECTED AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING OR ANY POSTPONEMENT(S) OR
ADJOURNMENT(S) THEREOF. WITH RESPECT TO THE ELECTION OF DIRECTORS, IF NO
CONTRARY OBJECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR THE NOMINEES
LISTED ABOVE.

DATED:______________________, 1997

_____________________________________________________
Printed name(s) exactly as shown on Stock Certificate

_____________________________________________________
(Signature)

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by its President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person. THIS
PROXY WILL BE VOTED FOR THE ELECTION OF THE DIRECTORS LISTED ABOVE AND FOR THE
OTHER PROPOSALS IF NO SPECIFICATION IS MADE.