As filed with the Securities and Exchange Commission on September 26, 1996

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                              ---------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ---------------------

                    AUTOLOGIC INFORMATION INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------


             Delaware                                       13-3855697
  --------------------------------                      -------------------
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                     Identification No.)

    1050 Rancho Conejo Boulevard
      Thousand Oaks, California                             91320-1717
- ---------------------------------------                     ----------
(Address of Principal Executive Offices)                    (Zip Code)

                              ---------------------


                         INFORMATION INTERNATIONAL, INC.

                   1976 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                                       and
                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                              ---------------------


                       Dennis D. Doolittle, Vice Chairman
                    Autologic Information International, Inc.
                          1050 Rancho Conejo Boulevard
                      Thousand Oaks, California 91320-1717
                     (Name and address of agent for service)

                                 (805) 498-9611
          (Telephone number, including area code, of agent for service)

                              ---------------------
                                 WITH A COPY TO:

                             RICHARD A. RUBIN, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                                 (212) 704-6130
                              ---------------------


APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.

                                             (Cover page continues on next page)



<PAGE>


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

 Title of securities  Amount to be       Proposed       Proposed maximum       Amount of   
  to be registered    registered(1)  maximum offering  aggregate offering  registration fee
                                      price per unit         price
- -------------------------------------------------------------------------------------------
<S>                    <C>             <C>             <C>                  <C>       
Common Stock, par      132,000(2)      $  7.25(4)      $   957,000.00(4)    $   330.00
value $.01 per share   154,250(2)      $  7.75(4)      $ 1,195,437.50(4)    $   412.22
                        81,750(2)      $  8.00(4)      $   654,000.00(4)    $   225.52
                        65,000(2)      $  9.25(4)      $   601,250.00(4)    $   207.33
                         1,000(2)      $  9.75(4)      $     9,750.00(4)    $     3.36
                       106,750(2)      $  7.3125(5)    $   780,609.37(5)    $   269.18
                         8,000(3)      $  7.25(4)      $    58,000.00(4)    $    20.00
                         8,000(3)      $ 11.50(4)      $    92,000.00(4)    $    31.72
                        55,000(3)      $  7.3125(5)    $   402,187.50(5)    $   138.69
====================  =============  ================  ==================  ================
        Total          611,750                         $ 4,750,234.30       $ 1,638.02
====================  =============  ================  ==================  ================
</TABLE>



(1)  Pursuant  to Rule  416(a),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Information International, Inc. 1976 Employees' Incentive Stock Option Plan
     and the Information International, Inc. Directors' Stock Option Plan, which
     Plans  were  assumed  and  adopted  by the  Registrant  upon the  merger of
     Information International, Inc. into the Registrant.

(2)  Underlying  options  granted  or to be  granted  under the 1976  Employee's
     Incentive Stock Option Plan.

(3)  Underlying  options  granted or to be granted  under the  Directors'  Stock
     Option Plan.

(4)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.

(5)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on September 9, 1996.

(6)  This column does not add due to rounding differences.

================================================================================


<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents heretofore filed by the Autologic Information
International,  Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:  (1) the Company's  Registration Statement
under the Securities Act on Form S-4 which became effective on January 22, 1996;
(2) the Company's  Quarterly Reports on Form 10-Q under the Exchange Act for the
quarters  ended  February  2,  1996,  May 3, 1996 and  August 2,  1996;  (3) the
Company's  Current  Reports on Form 8-K dated  January 29, 1996 and September 6,
1996;  and (4) the  description of the Company's  Common Stock  contained in the
Company's  Current Report on Form 8-K dated September 6, 1996, and any amendment
or report filed by the Company for the purpose of updating such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in general, that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than a  "derivative"  action  by or in the  right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of such  corporation,  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of such  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  such  persons  conduct  was
unlawful.  A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions,  except that no indemnification  shall be made where
the person is adjudged to be liable to such  corporation  unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in



<PAGE>



which  such  action  was  brought,  determines  that such  person is fairly  and
reasonably entitled to indemnity for such expenses.

           The Company's  Certificate of Incorporation  and Bylaws,  Exhibit 4.1
and  4.2,  respectively,   to  this  Registration  Statement,  provide  for  the
indemnification  of the Company's  directors and officers to the fullest  extent
permitted by the DGCL.

           The Company's  officers and  directors are covered by directors'  and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.



                                      II-2

<PAGE>



ITEM 8.    EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

4.1**      Restated Certificate of Incorporation of the Company.

4.2**      Amended and Restated Bylaws of the Company.

5.1*       Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*      Letter  from  Ernst  &  Young  LLP re:  unaudited  interim  financial
           information.

23.1*      Consent of Ernst & Young LLP.

23.2*      Consent of Arthur Andersen LLP.

23.3*      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included in their
           opinion filed as Exhibit 5.1)

99.1       Information  International,  Inc.  1976  Employees'  Incentive  Stock
           Option Plan.  Incorporated  herein by reference to Exhibit 10.2(a) to
           the Company's Registration Statement on Form S-4 (No. 33-99278).

99.2       Information   International,   Inc.  Directors'  Stock  Option  Plan.
           Incorporated  herein by reference to Exhibit 10.2(b) to the Company's
           Registration Statement on Form S-4 (No. 33-99278).

- ------------------------
*    Filed herewith.

**   Incorporated  by  reference  to  the  similarly-numbered  Exhibits  to  the
     Company's  Registration  Statement  on Form S-4 which  became  effective on
     January 22, 1996 (File No. 33-99278).


ITEM 9.    UNDERTAKINGS

           (A)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
     being made, a post-effective amendment to this Registration Statement:




                                      II-3

<PAGE>

                      (i) To include any prospectus required by Section 10(a)(3)
           of the Securities Act of 1933;
           
                      (ii) To  reflect  in the  prospectus  any  facts or events
           arising after the effective  date of the  Registration  Statement (or
           the most recent post-effective amendment thereof) which, individually
           or  in  the  aggregate,   represent  a  fundamental   change  in  the
           information set forth in the Registration Statement; and

                      (iii)To include any material  information  with respect to
           the plan of distribution not previously disclosed in the registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

           (B)  The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to Section  15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (C)  Insofar as indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-4
<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for  filing  on Form S-8 and has duly  caused  this  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.

                                       AUTOLOGIC INFORMATION INTERNATIONAL, INC.


                                       By:  /s/ Dennis D. Doolittle
                                           ----------------------------
                                           Dennis D. Doolittle, Vice Chairman

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Signature                     Title                            Date
- ---------                     -----                            ----

/s/ William Shaw             Chairman of the Board, Chief     September 26, 1996
- --------------------------   Executive Officer and Director
William Shaw


/s/ John Griffin             Controller and Principal         September 26, 1996
- --------------------------   Accounting Officer
John Griffin


                             Director                         September __, 1996
- --------------------------
Leroy Bell


/s/ Dennis D. Doolittle      Director                         September 26, 1996
- --------------------------
Dennis D. Doolittle


/s/ Alden Edwards            Director                         September 26, 1996
- --------------------------
Alden Edwards


/s/ James J. Groberg         Director                         September 26, 1996
- --------------------------
James J. Groberg


                             Director                         September __, 1996
- --------------------------
John R. Kountz


                             Director                         September __, 1996
- --------------------------
Paul McGarrell


                             Director                         September __, 1996
- --------------------------
Ralph S. Roth


/s/ Jerome Shaw              Director                         September 26, 1996
- --------------------------
Jerome Shaw


                                      II-5

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                 Description

4.1**      Restated Certificate of Incorporation of the Company.

4.2**      Amended and Restated Bylaws of the Company.

5.1*       Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*      Letter  from  Ernst  &  Young  LLP re:  unaudited  interim  financial
           information.

23.1*      Consent of Ernst & Young LLP.

23.2*      Consent of Arthur Andersen LLP.

23.3*      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included in their
           opinion filed as Exhibit 5.1)

99.1       Information  International,  Inc.  1976  Employees'  Incentive  Stock
           Option Plan.  Incorporated  herein by reference to Exhibit 10.2(a) to
           the Company's Registration Statement on Form S-4 (No. 33-99278).

99.2       Information   International,   Inc.  Directors'  Stock  Option  Plan.
           Incorporated  herein by reference to Exhibit 10.2(b) to the Company's
           Registration Statement on Form S-4 (No.33-99278).


- ------------------------
*    Filed herewith.

**   Incorporated  by  reference  to  the  similarly-numbered  Exhibits  to  the
     Company's  Registration  Statement  on Form S-4 which  became  effective on
     January 22, 1996 (File No. 33-99278).
[{"type": "S-8", "sequence": "1", "description": "1976 EMPLOYEES' INCENTIVE STOCK OPTION PLAN", "secsgml_size_bytes": 19065}]
{"company-data": {"conformed-name": "AUTOLOGIC INFORMATION INTERNATIONAL INC", "cik": "0001003477", "assigned-sic": "3579", "irs-number": "133855697", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12991", "film-number": "96636480"}, "business-address": {"street1": "1050 RANCHO CONEJO BLVD", "city": "THOUSAND OAKS", "state": "CA", "zip": "91360-1717", "phone": "8054989611"}, "mail-address": {"street1": "1050 RANCHO CONEJO BLVD", "city": "THOUSAND OAKS", "state": "CA", "zip": "91360"}}
As filed with the Securities and Exchange Commission on September 26, 1996

                                                 Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              ---------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                              ---------------------

                    AUTOLOGIC INFORMATION INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

                              ---------------------

             Delaware                                       13-3855697
  --------------------------------                      -------------------
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                     Identification No.)

    1050 Rancho Conejo Boulevard
      Thousand Oaks, California                             91320-1717
- ---------------------------------------                     ----------
(Address of Principal Executive Offices)                    (Zip Code)

                              ---------------------

                         INFORMATION INTERNATIONAL, INC.

                   1976 EMPLOYEES' INCENTIVE STOCK OPTION PLAN
                                       and
                          DIRECTORS' STOCK OPTION PLAN
                            (Full title of the plans)

                              ---------------------

                       Dennis D. Doolittle, Vice Chairman
                    Autologic Information International, Inc.
                          1050 Rancho Conejo Boulevard
                      Thousand Oaks, California 91320-1717
                     (Name and address of agent for service)

                                 (805) 498-9611
          (Telephone number, including area code, of agent for service)

                              ---------------------
                                 WITH A COPY TO:

                             RICHARD A. RUBIN, ESQ.
                       PARKER CHAPIN FLATTAU & KLIMPL, LLP
                           1211 AVENUE OF THE AMERICAS
                               NEW YORK, NY 10036
                                 (212) 704-6130
                              ---------------------

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this registration statement.

                                             (Cover page continues on next page)
CALCULATION OF REGISTRATION FEE
Title of securities  Amount to be       Proposed       Proposed maximum       Amount of   
  to be registered    registered(1)  maximum offering  aggregate offering  registration fee
                                      price per unit         price
- -------------------------------------------------------------------------------------------
Common Stock, par      132,000(2)      $  7.25(4)      $   957,000.00(4)    $   330.00
value $.01 per share   154,250(2)      $  7.75(4)      $ 1,195,437.50(4)    $   412.22
                        81,750(2)      $  8.00(4)      $   654,000.00(4)    $   225.52
                        65,000(2)      $  9.25(4)      $   601,250.00(4)    $   207.33
                         1,000(2)      $  9.75(4)      $     9,750.00(4)    $     3.36
                       106,750(2)      $  7.3125(5)    $   780,609.37(5)    $   269.18
                         8,000(3)      $  7.25(4)      $    58,000.00(4)    $    20.00
                         8,000(3)      $ 11.50(4)      $    92,000.00(4)    $    31.72
                        55,000(3)      $  7.3125(5)    $   402,187.50(5)    $   138.69
====================  =============  ================  ==================  ================
        Total          611,750                         $ 4,750,234.30       $ 1,638.02
====================  =============  ================  ==================  ================
(1)  Pursuant  to Rule  416(a),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     Information International, Inc. 1976 Employees' Incentive Stock Option Plan
     and the Information International, Inc. Directors' Stock Option Plan, which
     Plans  were  assumed  and  adopted  by the  Registrant  upon the  merger of
     Information International, Inc. into the Registrant.

(2)  Underlying  options  granted  or to be  granted  under the 1976  Employee's
     Incentive Stock Option Plan.

(3)  Underlying  options  granted or to be granted  under the  Directors'  Stock
     Option Plan.

(4)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h),  on the basis of the  exercise  price of presently
     outstanding options.

(5)  Estimated  solely for the  purpose of  calculating  the  registration  fee,
     pursuant to Rule 457(h), the average of the high and low selling prices per
     share of the  Registrant's  Common  Stock,  as quoted on The  Nasdaq  Stock
     Market's National Market System on September 9, 1996.

(6)  This column does not add due to rounding differences.

================================================================================
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE

           The following documents heretofore filed by the Autologic Information
International,  Inc. (the "Company") with the Securities and Exchange Commission
are incorporated herein by reference:  (1) the Company's  Registration Statement
under the Securities Act on Form S-4 which became effective on January 22, 1996;
(2) the Company's  Quarterly Reports on Form 10-Q under the Exchange Act for the
quarters  ended  February  2,  1996,  May 3, 1996 and  August 2,  1996;  (3) the
Company's  Current  Reports on Form 8-K dated  January 29, 1996 and September 6,
1996;  and (4) the  description of the Company's  Common Stock  contained in the
Company's  Current Report on Form 8-K dated September 6, 1996, and any amendment
or report filed by the Company for the purpose of updating such description.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to  Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934,  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of  the  filing  of  such  documents.  Any  statement  contained  in a  document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Registration Statement.

ITEM 4.    DESCRIPTION OF SECURITIES

           Not applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL

           Not applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS

           Section 145 of the  Delaware  General  Corporation  Law (the  "DGCL")
provides,  in general, that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other  than a  "derivative"  action  by or in the  right of such
corporation),  by  reason of the fact  that  such  person is or was a  director,
officer,  employee or agent of such  corporation,  against  expenses  (including
attorneys' fees), judgments,  fines and amounts paid in settlement in connection
with such action, suit or proceeding if such person acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of such  corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no  reasonable  cause  to  believe  such  persons  conduct  was
unlawful.  A similar standard is applicable under Section 145 of the DGCL in the
case of derivative actions,  except that no indemnification  shall be made where
the person is adjudged to be liable to such  corporation  unless and only to the
extent that the Court of Chancery of the State of Delaware, or the court in
which  such  action  was  brought,  determines  that such  person is fairly  and
reasonably entitled to indemnity for such expenses.

           The Company's  Certificate of Incorporation  and Bylaws,  Exhibit 4.1
and  4.2,  respectively,   to  this  Registration  Statement,  provide  for  the
indemnification  of the Company's  directors and officers to the fullest  extent
permitted by the DGCL.

           The Company's  officers and  directors are covered by directors'  and
officers' liability insurance policies, maintained by Volt Information Sciences,
Inc., the majority stockholder of the Company.

ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED

           Not applicable.

                                      II-2
ITEM 8.    EXHIBITS

EXHIBIT NUMBER                 DESCRIPTION

4.1**      Restated Certificate of Incorporation of the Company.

4.2**      Amended and Restated Bylaws of the Company.

5.1*       Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*      Letter  from  Ernst  &  Young  LLP re:  unaudited  interim  financial
           information.

23.1*      Consent of Ernst & Young LLP.

23.2*      Consent of Arthur Andersen LLP.

23.3*      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included in their
           opinion filed as Exhibit 5.1)

99.1       Information  International,  Inc.  1976  Employees'  Incentive  Stock
           Option Plan.  Incorporated  herein by reference to Exhibit 10.2(a) to
           the Company's Registration Statement on Form S-4 (No. 33-99278).

99.2       Information   International,   Inc.  Directors'  Stock  Option  Plan.
           Incorporated  herein by reference to Exhibit 10.2(b) to the Company's
           Registration Statement on Form S-4 (No. 33-99278).

- ------------------------
*    Filed herewith.

**   Incorporated  by  reference  to  the  similarly-numbered  Exhibits  to  the
     Company's  Registration  Statement  on Form S-4 which  became  effective on
     January 22, 1996 (File No. 33-99278).

ITEM 9.    UNDERTAKINGS

           (A)  The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
     being made, a post-effective amendment to this Registration Statement:

                                      II-3
(i) To include any prospectus required by Section 10(a)(3)
           of the Securities Act of 1933;
           
                      (ii) To  reflect  in the  prospectus  any  facts or events
           arising after the effective  date of the  Registration  Statement (or
           the most recent post-effective amendment thereof) which, individually
           or  in  the  aggregate,   represent  a  fundamental   change  in  the
           information set forth in the Registration Statement; and

                      (iii)To include any material  information  with respect to
           the plan of distribution not previously disclosed in the registration
           statement  or  any  material  change  to  such   information  in  the
           registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

           (B)  The  undersigned  registrant  hereby  undertakes  that,  for the
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act 1934 (and, where applicable, each filing of
an employee  benefit  plan's  annual  report  pursuant  to Section  15(d) of the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           (C)  Insofar as indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for  filing  on Form S-8 and has duly  caused  this  Form S-8
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized in Thousand Oaks, California on the 30th day of August, 1996.

                                       AUTOLOGIC INFORMATION INTERNATIONAL, INC.

                                       By:  /s/ Dennis D. Doolittle
                                           ----------------------------
                                           Dennis D. Doolittle, Vice Chairman

           Pursuant to the  requirements  of the  Securities  Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Signature                     Title                            Date
- ---------                     -----                            ----

/s/ William Shaw             Chairman of the Board, Chief     September 26, 1996
- --------------------------   Executive Officer and Director
William Shaw

/s/ John Griffin             Controller and Principal         September 26, 1996
- --------------------------   Accounting Officer
John Griffin

                             Director                         September __, 1996
- --------------------------
Leroy Bell

/s/ Dennis D. Doolittle      Director                         September 26, 1996
- --------------------------
Dennis D. Doolittle

/s/ Alden Edwards            Director                         September 26, 1996
- --------------------------
Alden Edwards

/s/ James J. Groberg         Director                         September 26, 1996
- --------------------------
James J. Groberg

                             Director                         September __, 1996
- --------------------------
John R. Kountz

                             Director                         September __, 1996
- --------------------------
Paul McGarrell

                             Director                         September __, 1996
- --------------------------
Ralph S. Roth

/s/ Jerome Shaw              Director                         September 26, 1996
- --------------------------
Jerome Shaw

                                      II-5
EXHIBIT INDEX

Exhibit Number                 Description

4.1**      Restated Certificate of Incorporation of the Company.

4.2**      Amended and Restated Bylaws of the Company.

5.1*       Opinion of Parker Chapin Flattau & Klimpl, LLP.

15.1*      Letter  from  Ernst  &  Young  LLP re:  unaudited  interim  financial
           information.

23.1*      Consent of Ernst & Young LLP.

23.2*      Consent of Arthur Andersen LLP.

23.3*      Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (included in their
           opinion filed as Exhibit 5.1)

99.1       Information  International,  Inc.  1976  Employees'  Incentive  Stock
           Option Plan.  Incorporated  herein by reference to Exhibit 10.2(a) to
           the Company's Registration Statement on Form S-4 (No. 33-99278).

99.2       Information   International,   Inc.  Directors'  Stock  Option  Plan.
           Incorporated  herein by reference to Exhibit 10.2(b) to the Company's
           Registration Statement on Form S-4 (No.33-99278).

- ------------------------
*    Filed herewith.

**   Incorporated  by  reference  to  the  similarly-numbered  Exhibits  to  the
     Company's  Registration  Statement  on Form S-4 which  became  effective on
     January 22, 1996 (File No. 33-99278).