SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED
PURSUANT TO 13d-2(b)
(AMENDMENT NO.1)(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
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Stephen J. McErlain
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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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NUMBER OF 5 SOLE VOTING POWER 698,100
SHARES
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER N/A
EACH
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER 698,100
WITH
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8 SHARED DISPOSITIVE POWER N/A
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
698,100
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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)
21.5%
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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 545 West
45th Street, New York, New York 10036.
ITEM 2(a) NAME OF PERSON FILING:
The person filing is Stephen J. McErlain.
ITEM 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business office is Koch.McErlain,
514 West 24th 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 par
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:
The filing categories available pursuant to Rule 13d-2(b) are
not applicable to Stephen J. McErlain.
ITEM 4 OWNERSHIP.
(a) The number of shares beneficially owned by Stephen J.
McErlain is 698,100, which includes 6,000 shares subject to
options.
(b) The percent of the class held by Stephen J. McErlain is
21.5%.
(c) (i) Stephen J. McErlain has sole power to vote or to direct
the vote of 698,100 shares, assuming the exercise of
the options.
(ii) The shared power to vote or to direct the vote of
shares is not applicable.
(iii)Stephen J. McErlain has sole power to dispose or to
direct the disposition of 698,100 shares, assuming the
exercise of the options.
(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.
<PAGE>
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 23, 1998 /s/Stephen J. McErlain
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Stephen J. McErlain (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.)
