UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


SCHEDULE 13G


Under the Securities Exchange Act of 1934

(Amendment No. 5)*



SCAN OPTICS, INC.

COMMON STOCK

CUSIP Number:  805894102


                                December 31, 
1998                                 
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this 
Schedule is field:
	?	Rule 13d-1(b)
	?	Rule 13d-1(c)
	?	Rule 13d-1(d)


*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on his form with respect to the subject class 
of securities, and for any subsequent amendment containing information 
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not 
be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("act") or otherwise subject to the 
liabilities of that section of the Act but shall be subject to all 
other provisions of the Act (however, see the Notes)

CUSIP NO.  805894102				13G			
	             Page 2 of 4



 1.	NAME OF REPORTING PERSON
	S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

		The Killen Group, Inc.
		IRS #23-2213851


 2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*		
	(a)  ?
									
		(b)  ?


 3.	SEC USE ONLY


 4.	CITIZENSHIP OR PLACE OF ORGANIZATION

		Incorporated in the Commonwealth of Pennsylvania


NUMBER OF		5.	SOLE VOTING POWER		
	387,417
SHARES		
BENEFICIALLY		6.	SHARE VOTING POWER		
OWNED BY
EACH			7.	SOLE DISPOSITIVE POWER		926,670
REPORTING
PERSON		8.	SHARED DISPOSITIVE POWER		
WITH:


 9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

		926,670


10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
	SHARES*


11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

		12.5%


12.	TYPE OF REPORTING PERSON*

		I

CUSIP NO.  805894102				13G			
	             Page 3 of 4



Item 1.
	(a)	The Issuer is Scan Optics, Inc.
	(b)	The Issuer's principal offices are located at 169 Progress 
Drive, Manchester, CT  06040-2294

Item 2.
	The Killen Group, Inc.
	(a)	The Killen Group, Inc. is a person filing this report.
	(b)	The Killen Group's address is 1189 Lancaster Avenue, Berwyn, Pa  
19312.
	(c)	The Killen Group is a corporation incorporated under the laws 
of the Commonwealth of 
		Pennsylvania.
	(d)	This filing pertains to the common stock of the Issuer.
	(e)	The CUSIP number for the common stock is 805894102.

Item 3.
	The Killen group, Inc. is an Investment Adviser registered under 
section 203 of the Investment Adviser Act of 1940.

Item 4.
	The Killen Group
	(a)	The Killen Group is the beneficial owner of 926,670 shares of 
the Issuer's common stock.
	(b)	The amount owned by The Killen Group is 12.5% of the shares 
outstanding.
	(c)	(i)	The Killen Group has the sole power to vote or to direct 
the vote of 387,417 shares of common 
			stock.
		(iii)	The Killen Group has the sole power to dispose or to 
direct the disposition of 926,670 shares of 
			common stock.

Item 5.
	Not applicable.

Item 6.
	Other persons who have the right to receive dividends and the 
right to the proceeds of a sale of the 
	securities are the clients of The Killen Group, for whom the 
securities were purchased.

Item 7.
	Not applicable.

Item 8.
	Not applicable.

Item 9.
	Not applicable.


CUSIP NO.  805894102				13G			
	             Page 4 of 4



Item 10.
	By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above, were acquired in the 
ordinary course of business and were not acquired for the purpose of 
and do not have the effect of changing or influencing the control of 
the issuer or such securities and were not acquired in connection with 
or as a participant in any transaction having such purposes or effect.

	After reasonable inquiry and to the best of my knowledge and 
belief, I certify that the information set forth in this statement is 
true, complete and correct.



									Date:  February 
11, 1999


									The Killen Group, 
Inc.



- --

									Robert E. Killen
				
									Robert E. Killen, 
Chairman & CEO