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

                                   FORM 10-K/A

(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, 1997
                           ___________________________________________________
                   

(   ) 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
incorporation or organization)                    Identification Number)



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


                                   (860) 645-7878
______________________________________________________________________________
              (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:  $53,687,259 as of February 20, 1998.

The number of shares of common stock, $.02 par value, outstanding as of
February 20, 1998 was 7,218,455.



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: /s/ James C. Mavel
                                        James C. Mavel
                                        Chairman, Chief Executive Officer,
                                        President and Director
                                        Date:    March 4, 1998


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.



/s/ James C. Mavel
James C. Mavel                     Chairman, Chief Executive Officer,
                                   President and Director
                                   (Principal Executive Officer)
                                   Date:    March 4, 1998


/s/ Michael J. Villano                
Michael J. Villano                 Chief Financial Officer, Vice President
                                   and Treasurer
                                   (Principal Financial and Accounting Officer)
                                   Date:    March 4, 1998


/s/ Logan Clarke, Jr.                 
Logan Clarke, Jr.                  Director March 4, 1998


/s/ Richard J. Coburn                 
Richard J. Coburn                  Director March 4, 1998


/s/ E. Bulkeley Griswold              
E. Bulkeley Griswold               Director March 4, 1998


Lyman C. Hamilton, Jr.             Director March 4, 1998


Robert H. Steele                   Director March 4, 1998

A majority of the Directors