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): June 8, 2005
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                                SCAN-OPTICS, INC.
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             (Exact Name of Registrant as Specified in its Charter)


         Delaware                       000-05265                06-0851857
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(State or other jurisdiction     (Commission File Number)     (I.R.S. Employer
   of incorporation)                                         Identification No.)


                    169 Progress Drive, Manchester, CT 06040
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               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (860) 645-7878
                                                           --------------



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          (Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written communications  pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
     CFR 240.14a-12)

[ ]  Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
     Exchange Act (17 CFR 240.14d-(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

         (b) Lynn Tilton resigned as a director of the board of directors of
Scan-Optics, Inc., effective as of June 8, 2005 by a letter of resignation dated
June 8, 2005 and delivered to the company on June 9, 2005.


                                   SIGNATURES

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



                                SCAN-OPTICS, INC.




                                By:    /s/ Peter H. Stelling
                                -----------------------------------------------
                                Name:  Peter H. Stelling
                                Title: Chief Financial Officer, Vice President,
                                       Treasurer and Secretary



Date:  June 10, 2005