10-K/A

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

                                  FORM 10-K/A
			     ( Amendment No. 1 )
(Mark One)
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended                December 31, 1995

( )Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from                   to

Commission File No.                           0-5265

                               SCAN-OPTICS, INC.
            (Exact name of registrant as specified in its charter)

Delaware                                         06-0851857

 (State or other jurisdiction of        (I.R.S. Employer Identification 
 incorporation or organization)          Number)

22 Prestige Park Circle, East Hartford, CT                    06108
(Address of principal executive offices)                     Zip Code

                                (860) 289-6001
             (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common stock,
                                                             $.02 par value
                                                             (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.    (X) YES  ( ) NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]

The aggregate market value of the voting stock (common) held by non-affiliates
of the registrant:  $24,288,078 as of March 27, 1996.

The number of shares of common stock, $.02 par value, outstanding as of March
27, 1996 was 6,939,451.

EX-99

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this annual report to be signed on
its behalf by the undersigned, thereunto duly authorized.
                               SCAN-OPTICS, INC.
                                 Registrant

                                         By:        /ss/
                                               _________________
                                               Richard I. Tanaka
                                               Chairman, Chief Executive
                                               Officer and Director
                                         Date:      March 25, 1996

EX-27

 

<ARTICLE> 5
                                EXHIBIT 27.
			     ( Amendment No. 1 )

                             SCAN-OPTICS, INC.
                           FINANCIAL DATA SCHEDULE

       
                                                         
<PERIOD-TYPE>                 12-MOS           12-MOS             12-MOS
<FISCAL-YEAR-END>             DEC-31-1995      DEC-31-1994        DEC-31-1993
<PERIOD-END>                  DEC-31-1995      DEC-31-1994        DEC-31-1993
<CASH>                           281,000          178,000               0 
<SECURITIES>                          0                 0               0 
<RECEIVABLES>                 10,297,000        9,124,000               0 
<ALLOWANCES>                     413,000          279,000               0 
<INVENTORY>                   13,746,000       14,223,000               0 
<CURRENT-ASSETS>              25,585,000       24,608,000               0 
<PP&E>                        18,149,000       17,894,000               0 
<DEPRECIATION>                14,340,000       13,272,000               0 
<TOTAL-ASSETS>                29,514,000       29,619,000               0 
<CURRENT-LIABILITIES>         11,346,000       10,593,000               0 
<BONDS>                                0                0               0 
<PREFERRED-MANDATORY>                  0                0               0 
<PREFERRED>                            0                0               0 
<COMMON>                         139,000          138,000               0 
<OTHER-SE>                    17,612,000       18,593,000               0 
<TOTAL-LIABILITY-AND-EQUITY>  29,514,000       29,619,000               0 
<SALES>                       27,642,000       26,988,000       19,698,000
<TOTAL-REVENUES>              42,084,000       43,889,000       36,381,000
<CGS>                         19,487,000       17,584,000       11,902,000
<TOTAL-COSTS>                 43,460,000       42,724,000       37,349,000
<OTHER-EXPENSES>                       0                0                0
<LOSS-PROVISION>                       0                0                0
<INTEREST-EXPENSE>                     0                0                0
<INCOME-PRETAX>               (1,327,000)       1,244,000         (932,000)
<INCOME-TAX>                     (72,000)         (40,000)          49,000
<INCOME-CONTINUING>           (1,255,000)       1,284,000         (981,000)
<DISCONTINUED>                         0                0                0
<EXTRAORDINARY>                        0                0                0
<CHANGES>                              0                0                0
<NET-INCOME>                  (1,255,000)       1,284,000         (981,000)
<EPS-PRIMARY>                       (.19)             .19             (.15)
<EPS-DILUTED>                       (.19)             .19             (.15)

<F1> This item is listed as ZERO, but is actually N/A (Not Available).
     EDGAR filing requires a value in each column and therefore the zero
     has been entered.