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FORM 10-C
Securities and Exchange Commission
Washington, DC 20549
Report by issuer of securities quoted on The Nasdaq Stock Market,
filed pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 and Rule 13a-17 or 15d-17 thereunder.
EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: Network Imaging
Corporation
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 500 Huntmar Park Drive,
Herndon, VA 22070
ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE): (703) 478-2260
I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more
in the number of shares outstanding:
1. Title of security: Common Stock, par value $.0001 per share (the
"Common Stock")
2. Number of shares outstanding before the change: 21,030,428
3. Number of shares outstanding after the change: 21,050,428
4. Effective date of change: July 10, 1996
5. Method of change: Issuance of Common Stock upon sale by the
Company
Specify method (such as merger, acquisition, exchange,
distribution, stock split, reverse split, acquisition of stock for
treasury, etc.): Exercise of option on Common Stock.
Give brief description of transaction: In connection with the
exercise of the option, the Company issued 20,000 shares of its
Common Stock on July 10, 1996.
II. Change in Name of Issuer
1. Name prior to change
2. Name after change
3. Effective date of charter amendment changing name
4. Date of shareholder approval of change, if required
July 11, 1996 /s/ Robert P. Bernardi Chief Executive Officer
DATE OFFICER'S SIGNATURE AND TITLE
