<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
NETWORK IMAGING CORPORATION
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title and Class of Securities)
64121B 10 5
(CUSIP Number)
Robert P. Bernardi
Network Imaging Corporation
500 Huntmar Park Drive
Herndon, VA 20170
(703) 478-2260
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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.
<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).
<PAGE>
SCHEDULE 13D
CUSIP No. 64121 B 10 5 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert P. Bernardi
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,745,825
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,745,825
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 3 of 5
This statement amends and supplements the Schedule 13D as
originally filed with the Securities and Exchange Commission (the
"SEC") on October 12, 1993, as amended by Amendment No. 1 filed
on November 9, 1993, Amendment No. 2 filed on June 21, 1995 and
Amendment No.3 filed on February 2, 1996, on behalf of Robert P.
Bernardi.
Item 1. Security and Issuer
This statement relates to the common stock, $.0001 par value
per share (the "Common Stock"), of Network Imaging Corporation
("NIC" or the "Company"), a Delaware corporation, which has its
principal executive offices at 500 Huntmar Park Drive, Herndon,
Virginia 20170.
Item 2. Identity and Background
(a) Name: Robert P. Bernardi
(b) Business Address: NIC
500 Huntmar Park Drive
Herndon, Virginia 20170
(c) Present Principal Occupation: Chairman of the Board
of Directors of the Company. The Company designs,
integrates and markets document imaging and optical disk
storage systems.
(d) During the last five years has the person identified in
(a) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors):
No.
(e) During the last five years, was the person identified
in (a) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, or finding any violation with respect to,
federal or state securities laws: No.
(f) Citizenship: United States
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
<PAGE>
Page 4 of 5
Item 4. Purpose of Transaction
Effective July 31, 1996 all the unvested options held by Mr.
Bernardi under the Company's stock option plans were vested
pursuant to an Amendment to Agreements (the "Agreement") entered
into by Mr. Bernardi and the Company. As a result, Mr. Bernardi
became the beneficial owner of the 557,137 shares of Common Stock
underlying the previously unvested options.
Mr. Bernardi has acquired securities of the Company for
investment. Mr. Bernardi expects to assess regularly the
investment merits of his position in the securities of the
Company, and at some future time may acquire additional
securities of the Company or dispose of some or all of his
position, depending on price and market conditions, evaluations
of prospects for the Company and of alternative investments, and
other factors.
Item 5. Interest in Securities of the Issuer
Mr. Bernardi currently owns beneficially an aggregate of
1,745,825 shares of Common Stock. These shares include 397,500
shares of Common Stock owned directly by Mr. Bernardi as to which
he has sole voting and investment power and 1,348,325 shares
which he may acquire within 60 days upon exercise of options
which he holds. The shares of the Common Stock beneficially owned
by Mr. Bernardi constitute 7.8% of the shares of the Common
Stock outstanding on August 15, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
See response to Item 4.
Item 7. Material to be filed as Exhibits
(a) Amendment to Agreements dated July 31, 1996.
<PAGE>
Page 5 of 5
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.
August 27, 1996 /s/ Robert P. Bernardi
Date Robert P. Bernardi
<PAGE>
AMENDMENT to Agreements dated January 3, 1994 and August
15, 1994 under the 1994 Key Employee Incentive Stock Option Plan
and Agreements dated March 11, 1993 and August 3, 1995 under the
1993 Key Employee Incentive Stock Option Plan B (collectively,
the Agreements ) by and between Robert P. Bernardi (the
"Optionee") and Network Imaging Corporation (the Company ),
WHEREAS, the Optionee is currently serving as a director and
executive officer of the Company;
WHEREAS, the Board of Directors of the Company on July 31,
1996 took action to amend the Agreements to accelerate the
vesting of options and thereby alleviate the potential adverse
impact on the Company and the Optionee of certain Internal
Revenue Code provisions which in the case of a change in control
of the Company could limit deductions available to the Company
for certain payments and impose an excise tax on the Optionee
with respect to those payments;
NOW, THEREFORE, in consideration of the premises, the
parties hereto mutually agree as follows:
1. All options granted pursuant to the Agreements which
have not heretofore vested shall vest as of the date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of July 31, 1996.
NETWORK IMAGING CORPORATION
By /s/ James J. Leto /s/ Robert P. Bernardi
James J. Leto Robert P. Bernardi
President
<PAGE>
