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 18, 2004
                                                        -----------------


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


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


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



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

          (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 18, 2004, Kevin Flannery accepted the appointment of the Board of
Directors of Scan-Optics, Inc. (the "Company") to serve as a Class I director of
the Board until the 2005 annual meeting of stockholders and until his successor
has been elected and qualified and to serve as a member of the Company's stock
options and executive compensation committee and the Company's nominating
committee. Mr. Flannery 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.



                                   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 24, 2004




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