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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)(1)
UNIDIGITAL INC.
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(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
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(TITLE OF CLASS OF SECURITIES)
904669 10 8
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(CUSIP NUMBER)
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(1) 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 the disclosures provided in a prior cover page.
The information required in 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 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).
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CUSIP NO. 904669 10 8 13G PAGE 2 OF 5 PAGES
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(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
WILLIAM E. DYE ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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(5) SOLE VOTING POWER
NUMBER OF 1,051,421
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY N/A
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER
PERSON WITH 991,721
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(8) SHARED DISPOSITIVE POWER
N/A
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,051,421
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN
SHARES* [ ]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
33.0%
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(12) TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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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 person filing is William E. Dye.
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office is Unidigital Inc., 20 West 20th
Street, New York, New York 10011.
ITEM 2(c). CITIZENSHIP:
The citizenship is U.S.A.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
The title of the class of securities is common stock, $0.01 per
value.
ITEM 2(e). CUSIP NUMBER:
The CUSIP number is 904669 10 8.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
Selection of a filing category pursuant to Rules 13d-1(b) or
13d-2(b) is not applicable.
ITEM 4. OWNERSHIP.
(a) The number of shares beneficially owned by William E. Dye
is 1,051,421, 59,700 of which are owned by Jeffrey
Leiderman, or a transferee of Mr. Leiderman, over which
Mr. Dye exercises voting control.
(b) The percent of the class held by William E. Dye is 33.0%.
(c) (i) William E. Dye has sole power to vote or to direct
the vote of 1,051,421 shares, 59,700 of which are
owned by Jeffrey Leiderman, or a transferee of Mr.
Leiderman, over which Mr. Dye exercises voting
control.
(ii) The shared power to vote or to direct the vote of
shares is not applicable.
(iii) William E. Dye has sole power to dispose or to
direct the disposition of 991,721 shares.
(iv) The shared power to dispose or to direct the
disposition of shares is not applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
The ownership of five percent or less of a class is not
applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The ownership of more than five percent on behalf of another
person is not applicable.
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
The identification and classification of the subsidiary which
acquired the security being reported on by the parent holding
company is not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
The identification and classification of members of the group is
not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
The notice of dissolution of a group is not applicable.
ITEM 10. CERTIFICATION.
The certification regarding Rule 13d-1(b) is not applicable.
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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.
January 30, 1997 /s/ William E. Dye
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William E. Dye (Stockholder)
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 any 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.)
