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):       November 8, 2004


                                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             (I.R.S. Employer
      of incorporation)             File Number)            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.

On November 8, 2004, Logan Clarke, Jr. accepted the appointment of the Board of
Directors of Scan-Optics, Inc. (the "Company") to serve as a Class III director
of the Board until the 2006 annual meeting of stockholders and until his
successor has been elected and qualified and to serve as a member of the
Company's audit committee. Mr. Clarke was appointed to fill one of the vacancies
on the Board of Directors resulting from the expansion of the number of members
of the Board of Directors from eight to nine and the resignations of three
directors in connection with the Company's recent recapitalization, as described
in the Company's Form 8-K filed with the Securities and Exchange Commission on
August 6, 2004. Mr. Clarke previously served as a director of the Company and
his record of attention to the business of the Company and his qualifications to
serve as a director of the Company are well known to many of the current
directors.


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



Date:  November 10, 2004





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