content: <PAGE>
   
                        SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
                                          
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  OCTOBER 30, 1998 
                                                     (OCTOBER 23, 1998)
  
  
                               RASTER GRAPHICS, INC.
              (Exact name of registrant as specified in its charter)
  
  
                                      0-20933
                             (Commission File Number)
  
  
             DELAWARE                                       94-3046090
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
          incorporation)
  
  
                               3025 ORCHARD PARKWAY
                                SAN JOSE, CA 95134
              (Address of principal executive offices, with zip code)
  
  
                                  (408) 232-4000
               (Registrant's telephone number, including area code)
  <PAGE>
   
       ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       On October 23, 1998, the Company received a letter from Ernst & Young LLP
  ("E&Y") informing the Company that the client-auditor relationship between the
  Company and E&Y had ceased.  E&Y has declined to stand for re-election as the
  Company's auditors.  The Company has authorized E&Y to respond fully to the
  inquiries of the Company's successor auditor.
  
       E&Y's reports with respect to the Company's financial statements for each
  of the two fiscal years ended December 31, 1996 and 1997 did not contain an
  adverse opinion or a disclaimer of opinion and were not qualified as to
  uncertainty, audit scope or accounting principles.  E&Y's report with respect to
  the Company's financial statements for fiscal year ended December 31, 1997 was
  modified to include an explanatory paragraph stating that there is substantial
  doubt about the Company's ability to continue as a going concern.  The financial
  statements did not include any adjustments to reflect the possible future
  effects on the recoverability and classification of assets or the amounts and
  classification of liabilities that may result from the outcome of this
  uncertainty.
  
       In connection with the audits of the Company's financial statements for
  each of the two fiscal years ended December 31, 1996 and 1997 and in the
  subsequent interim period preceeding the cessation of the client-auditor
  relationship between the Company and E&Y, there were no disagreements with E&Y
  on any matter of accounting principles or practices, financial statement
  disclosure or auditing scope and procedures which, if not resolved to the
  satisfaction of E&Y would have caused E&Y to make reference to the matter in
  connection with their report.
  
       During the Company's fiscal years ended December 31, 1996 and 1997, and in
  the subsequent interim period preceeding the cessation of the client-auditor
  relationship between the Company and E&Y, the following reportable events
  occurred:
  
       On February 2, 1998, E&Y informed the Audit Committee of the Company's
  Board of Directors that in connection with the audit of the Company's fiscal
  year 1997 consolidated financial statements, the lack of appropriate resources,
  the lack of control over the recording of revenue, an unreliable accounting
  system, and a lapse in controls over the Company's subsidiaries, resulted in
  delays in closing the books and difficulty in accumulating accurate information
  necessary for financial statement disclosure in a timely manner.  E&Y considered
  this condition to be a material weakness.  As a result of this material weakness
  and at various times during the performance of their audit, E&Y advised the
  Company of the need to significantly expand the scope of their audit.
  
       Further, at various times during the performance of their audit and as
  documented in their letter to the Audit Committee dated September 25, 1998, E&Y
  informed the Company and Audit Committee of various conditions that it
  considered to be errors and irregularities.  These errors and irregularities
  took numerous forms and were primarily the result of a lack of compliance with
  the Company's procedures and controls.  In addition, E&Y stated that over time a
  number of factors contributed to an environment that allowed the circumvention
  of established procedures and controls.  E&Y considered that collectively these
  conditions represented a material weakness.
  
                                        -2-
  <PAGE>
   
       The Company has requested that E&Y furnish a letter addressed to the
  Commission stating whether E&Y agrees with the above statements.  A copy of that
  letter, when received by the Company, will be promptly filed with the Commission
  as Exhibit 16.1 to this Form 8-K.
  
       ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
       *Exhibit 16.1  Letter from Ernst & Young LLP
  
       *To be filed by amendment when such letter is received by the Company.
  
                                        -3-
  <PAGE>
   
                                     SIGNATURES
                                          
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                         RASTER GRAPHICS, INC.
  
  
  
  Date: October 30, 1998                 By: /s/ Rak Kumar
                                             -------------
                                             RAKESH KUMAR
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                        -4-
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              Washington, D.C. 20549
  
                                     FORM 8-K
                                          
                                  CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  OCTOBER 30, 1998 
                                                     (OCTOBER 23, 1998)
  
                               RASTER GRAPHICS, INC.
              (Exact name of registrant as specified in its charter)
  
                                      0-20933
                             (Commission File Number)
  
             DELAWARE                                       94-3046090
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
          incorporation)
  
                               3025 ORCHARD PARKWAY
                                SAN JOSE, CA 95134
              (Address of principal executive offices, with zip code)
  
                                  (408) 232-4000
               (Registrant's telephone number, including area code)
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
  
       On October 23, 1998, the Company received a letter from Ernst & Young LLP
  ("E&Y") informing the Company that the client-auditor relationship between the
  Company and E&Y had ceased.  E&Y has declined to stand for re-election as the
  Company's auditors.  The Company has authorized E&Y to respond fully to the
  inquiries of the Company's successor auditor.
  
       E&Y's reports with respect to the Company's financial statements for each
  of the two fiscal years ended December 31, 1996 and 1997 did not contain an
  adverse opinion or a disclaimer of opinion and were not qualified as to
  uncertainty, audit scope or accounting principles.  E&Y's report with respect to
  the Company's financial statements for fiscal year ended December 31, 1997 was
  modified to include an explanatory paragraph stating that there is substantial
  doubt about the Company's ability to continue as a going concern.  The financial
  statements did not include any adjustments to reflect the possible future
  effects on the recoverability and classification of assets or the amounts and
  classification of liabilities that may result from the outcome of this
  uncertainty.
  
       In connection with the audits of the Company's financial statements for
  each of the two fiscal years ended December 31, 1996 and 1997 and in the
  subsequent interim period preceeding the cessation of the client-auditor
  relationship between the Company and E&Y, there were no disagreements with E&Y
  on any matter of accounting principles or practices, financial statement
  disclosure or auditing scope and procedures which, if not resolved to the
  satisfaction of E&Y would have caused E&Y to make reference to the matter in
  connection with their report.
  
       During the Company's fiscal years ended December 31, 1996 and 1997, and in
  the subsequent interim period preceeding the cessation of the client-auditor
  relationship between the Company and E&Y, the following reportable events
  occurred:
  
       On February 2, 1998, E&Y informed the Audit Committee of the Company's
  Board of Directors that in connection with the audit of the Company's fiscal
  year 1997 consolidated financial statements, the lack of appropriate resources,
  the lack of control over the recording of revenue, an unreliable accounting
  system, and a lapse in controls over the Company's subsidiaries, resulted in
  delays in closing the books and difficulty in accumulating accurate information
  necessary for financial statement disclosure in a timely manner.  E&Y considered
  this condition to be a material weakness.  As a result of this material weakness
  and at various times during the performance of their audit, E&Y advised the
  Company of the need to significantly expand the scope of their audit.
  
       Further, at various times during the performance of their audit and as
  documented in their letter to the Audit Committee dated September 25, 1998, E&Y
  informed the Company and Audit Committee of various conditions that it
  considered to be errors and irregularities.  These errors and irregularities
  took numerous forms and were primarily the result of a lack of compliance with
  the Company's procedures and controls.  In addition, E&Y stated that over time a
  number of factors contributed to an environment that allowed the circumvention
  of established procedures and controls.  E&Y considered that collectively these
  conditions represented a material weakness.
  
                                        -2-
  The Company has requested that E&Y furnish a letter addressed to the
  Commission stating whether E&Y agrees with the above statements.  A copy of that
  letter, when received by the Company, will be promptly filed with the Commission
  as Exhibit 16.1 to this Form 8-K.
  
       ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS
  
       (c)  Exhibits
  
       *Exhibit 16.1  Letter from Ernst & Young LLP
  
       *To be filed by amendment when such letter is received by the Company.
  
                                        -3-
  SIGNATURES
                                          
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         RASTER GRAPHICS, INC.
  
  Date: October 30, 1998                 By: /s/ Rak Kumar
                                             -------------
                                             RAKESH KUMAR
                                             PRESIDENT AND CHIEF EXECUTIVE OFFICER
  
                                        -4-