SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G
(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)

(Amendment No. 1)*

Workflow Management Inc.
(Name of Issuer)

Common Stock, $.001 par value
(Title of Class of Securities)

98137N109
(CUSIP Number)

Martin D. Sklar, Esq., Kleinberg, Kaplan, Wolff & Cohen, P.C.,
551 Fifth Avenue, New York, New York  10176
Tel: (212) 986-6000
Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

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 filed:

[ ]  Rule 13d-1(b)
[x]  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 this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures
provided in a prior cover page.

The information required on 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).


1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)

          Elliott Associates, L.P., a Delaware Limited
          Partnership

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

5.   SOLE VOTING POWER

          586,698

6.   SHARED VOTING POWER

          0

7.   SOLE DISPOSITIVE POWER

          586,698

8.   SHARED DISPOSITIVE POWER

          0

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          586,698

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

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          4.39%

12.  TYPE OF REPORTING PERSON*

          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)

          Westgate International, L.P., a Cayman Islands
          Limited Partnership

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

          Cayman Islands, British West Indies

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:

5.   SOLE VOTING POWER

          0

6.   SHARED VOTING POWER

          579,840

7.   SOLE DISPOSITIVE POWER

          0

8.   SHARED DISPOSITIVE POWER

          579,840

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          579,840

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

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          4.34%

12.  TYPE OF REPORTING PERSON*

          PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!
1.   NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES
     ONLY)

          Martley International, Inc., a Delaware
          corporation

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

          Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH

5.   SOLE VOTING POWER

          0

6.   SHARED VOTING POWER

          579,840

7.   SOLE DISPOSITIVE POWER

          0

8.   SHARED DISPOSITIVE POWER

          579,840

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
     PERSON

          579,840

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

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

          4.34%

12.  TYPE OF REPORTING PERSON*

          CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!
     This statement is filed pursuant to Rule 13d-2(b) with
respect to the shares of common stock, $.001 par value (the
"Common Stock") of Workflow Management, Inc. (the "Issuer")
beneficially owned by the Reporting Persons specified herein as
of January 1, 1999 and amends and supplements the Schedule 13G
dated July 27, 1998 (the "Schedule13G").  Except as set forth
herein, the Schedule 13G is unmodified.

Item 4.   Ownership.

     Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.

     (a)  Amount beneficially owned:

          Elliott beneficially owns 586,698 shares of Common
          Stock.  Westgate and Martley together beneficially
          own 579,840 shares of Common Stock.

     (b)  Percent of class:

          Elliott's beneficial ownership of 586,698 shares of
          Common Stock constitutes 4.39% of all of the
          outstanding shares of Common Stock.  Westgate and
          Martley's aggregate beneficial ownership of 579,840
          constitutes 4.34% of all of the outstanding shares
          of Common Stock.

     (c)  Number of shares as to which such person has:

          (i)  Sole power to vote or to direct the vote

                    Elliott has sole power to vote or
          direct the vote of 586,698 shares of Common Stock.

          (ii)  Shared power to vote or to direct the vote

             Westgate and Martley have shared power to vote
             or direct the vote of 579,840 shares of Common
             Stock.

          (iii)  Sole power to dispose or to direct the
          disposition of

                    Elliott has sole power to dispose or
          direct the disposition of 586,698 shares of Common
          Stock.

          (iv)  Shared power to dispose or to direct the
disposition of

                    Westgate and Martley have shared power
          to dispose or direct the disposition of 579,840
          shares of Common Stock.
     Item 5. Ownership of Five Percent or
 Less of a Class.  

     If this statement is being filed to report the fact that as
of the date hereof the Reporting Persons have ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].

Item 10.  Certification.

     By signing below the undersigned certifies that, to the
best of its knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having
that purpose or effect.


SIGNATURES

     After reasonable inquiry and to the best of its knowledge
and belief, each of the undersigned certifies that the
information with respect to it set forth in this statement is
true, complete, and correct.


Dated: February 12, 1999 ELLIOTT ASSOCIATES, L.P.


                         By: /s/ Paul E. Singer   
                              Paul E. Singer
                              General Partner


                         WESTGATE INTERNATIONAL, L.P.

                         By:  Martley International,
                                    Inc.,
                              as Investment Manager


                         By: /s/ Paul E. Singer   
                              Paul E. Singer
                              President


                         MARTLEY INTERNATIONAL, INC.


                         By: /s/ Paul E. Singer   
                              Paul E. Singer
                              President