SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Unidigital Inc.
(Name of Issuer)
Common Stock, Par Value, $.01 Per Share
(Title of Class of Securities)
904669 10 8
(CUSIP Number)
_____________________
* 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 "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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).
CUSIP No. 904669 10 8 Page 2 of 6 pages
_________________________________________________________________
1. Names of Reporting Persons. SS or
IRS Identification No. Of Above Person Stephen J. McErlain
_________________________________________________________________
2. Check the Appropriate Box if a Member (a)
of a Group* (b)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Citizenship or Place of Organization USA
_________________________________________________________________
Number of Shares 5. Sole Voting
Beneficially Owned Power 782,852
by Each Reporting 6. Shared Voting
Person With Power 0
7. Sole Disposi-
tive Power 782,852
8. Shared Disposi-
tive Power 0
_________________________________________________________________
9. Aggregate Amount Beneficially Owned by
Each Reporting Person 782,852
_________________________________________________________________
10. Check if the Aggregate Amount in Row (9)
Excludes Certain Shares*
_________________________________________________________________
11. Percent of Class Represented by Amount in
Row (9) 24.5%
_________________________________________________________________
12. Type of Reporting Person* IN
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1(a). Name of Issuer:
The issuer of the securities to which this statement
relates is Unidigital Inc., a Delaware corporation.
Item 1(b). Address of Issuer's Principal Executive Offices:
The issuer's principal executive offices are located at
20 West 20th Street, New York, New York 10011.
Item 2(a). Name of Person Filing:
The name of the person filing this statement is Stephen
J. McErlain.
Item 2(b). Address of Principal Business Office or, If None,
Residence:
The principal business address of the person filing
this statement is 31 West 10th Street, New York, New York 10011.
Item 2(c). Citizenship:
The citizenship of the person filing this statement is
United States.
Item 2(d). Title of Class of Securities:
The title of the class of securities to which this
statement relates is Common Stock, par value, $.01 per share.
Item 2(e). CUSIP Number:
The CUSIP Number of the class of securities to which
this statement relates is 904669 10 8.
Item 3. If this statement relates to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
This statement does not relate to Rules 13d-1(b) or
13d-2(b).
Item 4. Ownership.
(a) The number of shares beneficially owned by the
person filing this statement is 782,852, which includes 6,000
shares subject to options.
(b) The percent of the class held by the person filing
this statement is 24.5%.
(c) The number of shares as to which the person filing
this statement has:
(i) sole power to vote or direct the vote of is
782,852 shares,
(ii) shared power to vote or direct the vote of
is no shares,
(iii) sole power to dispose of or direct the
disposition of is 782,852 shares,
(iv) shared power to dispose of or direct the
disposition of is no shares.
Item 5. Ownership of Five Percent or Less of a Class.
This statement does not relate to ownership of five
percent or less of a class.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
This statement does not relate to the ownership of more
than five percent of a class on behalf of another person.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company.
This statement does not relate to a subsidiary which
acquired the security being reported on.
Item 8. Identification and Classification of Members of the
Group.
This statement does not relate to members of a group.
Item 9. Notice of Dissolution of Group.
This statement does not relate to notice of dissolution
of a group.
Item 10. Certification.
The certification referred to in Rule 13d-1(b) is not
applicable to this statement.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
February 10, 1997
(Date)
Stephen J. McErlain
(Signature)
Stephen J. McErlain/Stockholder
(Name/Title)
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized
representative. If the statement is signed on behalf of a person
by his authorized representative (other than an executive officer
or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall
be filed with the statement, provided, however, that a power of
attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and title
of each person who signs the statement shall be typed or printed
beneath his signature.
Note. Six copies of this statement, including all exhibits,
should be filed with the Commission.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations. (See 18 U.S.C 1001.)
