UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-K
(Mark One)
|x| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 1997 or

| | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURTIES EXCHANGE ACT OF 1934

	For the transition period from ___________ to __________

Commission file number 1-6352

John H. Harland Company
(Exact name of registrant as specified in its charter)

              Georgia                                58-0278260
      (State or other jurisdiction of             (I.R.S. Employer
       incorporation or organization)            Identification No.)

    2939 Miller Road, Decatur, Georgia                       30035
 (Address of principal executive offices)                  (Zip Code)

(770) 981-9460
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class          Name of each exchange on which registered
----------------------       -----------------------------------------
Common Stock $1 par value    New York Stock Exchange
Share Purchase Rights        New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.  Yes X     No

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K.| |

The aggregate market value of the voting stock held by non-affiliates
of the Registrant as of the close of business on February 28, 1998 was
$470,659,595.

The number of shares of the Registrant's Common Stock outstanding on
March 11, 1998, was 31,057,973.

A portion of the Registrant's Definitive Proxy Statement dated March
13, 1998, is incorporated by reference in Part III hereof.
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<PAGE>

John H. Harland Company and Subsidiaries

Index to Annual Report on Form 10-K


Page

                             Part I

Item 1:      Business                                              3

Item 2:      Properties                                            6

Item 3:      Legal Proceedings                                     6

Item 4:      Submission of Matters to a Vote of Security Holders   7

             Executive Officers of the Registrant                  7


                             Part II

Item 5:      Market for the Registrant's Common Equity and
             Related Stockholder Matters                           8

Item 6:      Selected Financial Data                               8

Item 7:      Management's Discussion and Analysis of Financial
             Condition and Results of Operations                   8

Item 8:      Financial Statements and Supplementary Data           8

Item 9:      Changes in and Disagreements with Accountants
             on Accounting and Financial Disclosure                8



                            PART III

Item 10:     Directors and Executive Officers of the Registrant    8

Item 11:     Executive Compensation                                8

Item 12:     Security Ownership of Certain Beneficial Owners
             and Management                                        9

Item 13:     Certain Relationships and Related Transactions        9



                             PART IV

Item 14:     Exhibits, Financial Statement Schedule and
             Reports on Form 8-K                                   9

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PART I
ITEM 1.	BUSINESS


General

	John H. Harland Company (the "Company" or the "Registrant") was
founded in 1923 as a general printer and lithographer. The Registrant
is incorporated under the laws of Georgia and is headquartered in
Atlanta.

	The Company works with banks, credit unions, brokerage houses
and financial software companies, providing these institutions with
products and services that help strengthen relationships with their
customers. These offerings range from financial printing (checks,
forms, and business documents) to database marketing systems, direct
marketing campaign management, and loan origination and compliance
software. The Company's subsidiary, Scantron Corporation ("Scantron"),
sells information management products and services, including
scannable forms and optical mark readers.

	The Company serves its major markets through two primary
business segments, each of which is described below. Reference is made
to Note 14 of the Notes to Consolidated Financial Statements on page
F18 of this Annual Report on Form 10-K with respect to information
concerning the Company's business segments.


Recent Developments

	Robert J. Amman resigned as chairman and chief executive officer
of the Company on January 13, 1998. John H. Weitnauer, Jr., a member
of the Company's board of directors, was elected chairman. Mr.
Weitnauer will also serve as interim president and chief executive
officer until Mr. Amman's successor is elected.

	The Company began rebuilding its manufacturing operations in
1996, including consolidating plants and centralizing customer
service. The Company made significant progress in 1997 in implementing
this two-pronged initiative. The Company built three regional
facilities, expanded two others, closed 17 imprint plants and three
base stock facilities, consolidated production facilities for other
specialty printing business units, and centralized 33 customer service
operations into two call centers. The Company is scheduled to close
six plants in 1998 and expects to complete the rebuilding in 1999.

	The Company believes that rebuilding its manufacturing
operations and developing complementary products and services will
better position it to serve financial institutions and help them
strengthen relationships with their customers. The Company also
believes that reducing the number of production facilities will result
in significant operating cost savings. These savings will provide
additional financial resources to enable the Company to grow through
acquisitions or further product development efforts.


Financial Services

	The Financial Services ("FS") segment focuses on providing
products and services to financial institutions, including banks,
credit unions, brokerage houses and financial software companies.
These offerings range from financial printing (checks, forms and
business documents) to database marketing systems, direct marketing
campaign management, and loan origination and compliance software.

	FS core printed products are checks, forms and related magnetic

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ink character recognition ("MICR") documents sold to financial
institutions and their customers. These documents include personal,
business and computer checks and forms. FS also produces a variety of
financial documents, including checks, invoices, statements and other
forms, used by individuals in conjunction with personal and/or small
business financial software applications. Through a strategic alliance
with Bottomline Technologies, Inc., FS offers point-of-service
capability to produce MICR-readable documents.

	FS primary competitors in the sale of MICR-encoded documents and
related forms to financial institutions are two national financial
printers specializing in check printing, one of which possesses
substantially greater sales and financial resources than FS. While
accurate statistics with respect to the aggregate level of check
production are not readily available, the Company believes that FS is
the second-largest producer of MICR-encoded documents and related
forms in the United States.

	Recognizing that growth in financial printing is slowing and
that its customers have a growing need to improve profitability and
increase operational efficiencies, the Company began expanding its
offerings several years ago. The Company now also offers financial
institutions database marketing systems, direct marketing campaign
management, and loan origination and compliance software.

	Product expansion has benefited from a number of acquisitions,
including two companies that offer marketing customer information file
("MCIF") software and related services. The Company markets these
products and services under the term "Decision Support." Financial
institutions use this software to identify profitable customers and
prospects, develop sound marketing strategies and execute information-
driven plans aimed at building and retaining profitable relationships.

	MCIF software enables financial institutions to quickly and
accurately gauge profitability potential and target potential
customers. Utilization of external and internal data, such as
demographic and geographic information, can enhance analysis, which is
then merged into multi-contact direct marketing programs. Additional
services include consulting, creative services, printing and
fulfillment, and campaign management, all of which are designed to
deliver a strong return on investment for financial institutions.

	The market for the Company's Decision Support products and
services is growing within the financial services industry. More than
1,300 financial institutions utilize one of the Company's database
marketing products, giving the Company a leadership position in this
emerging market.

	FS also markets and supports loan origination and compliance
software for the financial institution market. Competition within this
market varies by financial institution size.

	The Company believes that the primary competitive factor
influencing buying decisions within the FS segment is the ability to
help financial institutions improve profitability and increase
operational efficiencies. The Company believes that FS compares
favorably with its competitors in this respect.

	FS markets its products and services primarily in the United
States, although there is varying market penetration in the Caribbean,
Canada and other limited markets. Financial institution customers
include community, regional and national banks, credit unions and
brokerage houses. Non-financial institution customers include
financial software companies, superstores, direct mail check
suppliers, catalog merchandisers and affinity groups.

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	FS markets its products and services primarily through one sales
force divided into two groups, with one group focused on national
accounts, and the second group servicing the needs of community banks
and credit unions. Database marketing and direct marketing specialists
support this sales force.

	FS principal raw materials are safety paper, form paper and MICR
bond paper. The Company entered into a three-year, fixed-price
agreement with a certain domestic supplier of these raw materials in
1996. Other related products, such as vinyl, inks, checkboards,
packaging material and miscellaneous supplies, are purchased from a
number of suppliers. The Company believes that adequate raw materials
will be available to support FS operations.

	The Company believes that the loss of any one FS customer would
not have a materially adverse effect on its consolidated results of
operations.


Scantron Corporation

	Scantron Corporation ("Scantron") was founded in 1972 and
acquired by the Company in 1988. Scantron provides data collection and
assessment systems for commercial and educational institutions. These
offerings include scannable forms, optical mark readers ("OMRs"),
application software and maintenance services.

	Scantron's brand awareness is strong in the K-12 and post
secondary education markets, where the name "Scantron" is readily
associated with testing technology. In addition to test scoring, a
Scantron system, which includes a scanner, forms and software, is used
to collect and analyze data for surveys, grade reporting and
balloting.

	Related lines of businesses include Scantron Quality Computers,
a distributor of educational software products; Scantron Survey Group,
which offers full-service data collection and survey services; and
Scantron Service Group, a provider of scanner, personal computer, and
network systems maintenance and installation services.

	Scantron is developing new products and services that it
believes will help it enter emerging high technology markets. These
products and services include year 2000 hardware certification;
network computing installation, service and support; Internet-based
assessment systems and services; and electronic forms design to
provide forms on demand. Scantron believes it has significant
resources and assets needed to enter these markets.

	Scantron's markets are highly fragmented and it has many
competitors. The Company believes Scantron is the second-largest
provider of assessment and data collection systems to commercial and
educational markets in the United States. The Company also believes
that Scantron's scanning technologies are more accurate than other
methods of capturing and tabulating high volumes of data.

	Scantron's forms printing operation competes with commercial and
specialized forms printers, principally on the basis of systems
compatibility, product quality, customer services, availability of a
complete product line and price to the end user.

	Scantron's field service operation competes with various
organizations that provide installation and maintenance services,
including technology manufacturers, other national and local field
service and maintenance companies.

	The Company believes that Scantron's breadth of products and

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services, brand name, and new product and service offerings compare
favorably with competitors.

	Scantron markets its products primarily through inside and
outside sales and service representatives throughout the United States
and Canada. Representatives sell new systems, sell reorders for
existing installations, provide scanner servicing, and deliver forms
design, development and software customization services. Scantron's
products are also marketed internationally through distributorships.

	Scantron purchases the majority of its paper from one supplier.
It purchases scanner components from equipment manufacturers, supply
firms and others. It purchases software for resale from leaders in the
software industry. The Company believes Scantron can continue to
obtain such materials or suitable substitutes in acceptable quantities
and at acceptable prices to continue all operations.

	There is a seasonal nature to Scantron's business in the
educational market, but it does not significantly affect the Company's
consolidated results.

	The Company believes that the loss of any one Scantron customer
would not have a materially adverse effect on the Company's
consolidated results of operations.

Patents and Trademarks

	 The Company has patents on several products and processes and
trademarks on names of several of its products and services. While the
Company believes these patents and trademarks to be of value, it does
not consider any of them to be critical to its operations.

Employees

	As of December 31, 1997, the Company and its subsidiaries
employed 5,328 people.

ITEM 2.	PROPERTIES

	As of December 31, 1997, the Company and its subsidiaries owned
25 facilities located in 18 states and in Puerto Rico, all but five of
which were primarily production and service facilities. The Company
leases 22 facilities for printing and/or warehouse activities. The
Company also leases office space for sales and service activities
where there are no production facilities, as well as space for two of
its subsidiaries. These leases have expiration dates ranging from 1998
to 2012. The Company owns its executive offices in Atlanta, Georgia.
As part of the Company's strategy to consolidate its check imprint
plants into regional facilities, certain facilities to be closed are
being held for sale.

ITEM 3.	LEGAL PROCEEDINGS

	In the ordinary course of business, the Company is subject to
various legal proceedings and claims. The Company believes that the
ultimate outcome of these matters will not have a material effect on
its financial statements.

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<PAGE>








ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

	The following table sets forth information with respect to all
executive officers of the Company.

     Name             Age          Office Held
John H. Weitnauer Jr.  71   Chairman of the Board and Interim
                             President and Chief Executive Officer
Joseph M. O'Connell    42   Senior Vice President and Chief
                             Information Officer
S.  David Passman III  45   Senior Vice President and Chief Financial
                             Officer
Mark C. Perlberg       41   Senior Vice President and President,
                             Financial Markets Division
Earl W. Rogers Jr.     49   Senior Vice President and President,
                             Printed Products Division
John C. Walters        57   Senior Vice President and General Counsel


	Mr. Weitnauer assumed his present positions with the Company in
January 1998. He previously served as Chairman and Chief Executive
Officer of Richway Stores, a division of Federated Department Stores,
Inc., and an operator of discount department stores, for seven years
until his retirement in 1987.

	Mr. O'Connell joined the Company in February 1996. He previously
served as Chief Operating Officer of National Bancard Corporation
(NaBANCO), the world's largest merchant credit card processor, from
August 1995 until February 1996. He was employed by New Valley
Corporation, a financial services company, and its Western Union
Financial Services subsidiary ("Western Union") for more than the
prior five years, last serving as a corporate Vice President. A
petition under Chapter 11 of the Federal Bankruptcy Code was entered
against New Valley Corporation in March 1993, and it emerged from
bankruptcy in January 1995.

	Mr. Passman joined the Company in October 1996. He was
previously employed by Deloitte & Touche, LLP for 20 years, last
serving as Managing Partner of its Atlanta office.

	Mr. Perlberg joined the Company in February 1996. He was
previously employed by Western Union since 1989, last serving as an
area Vice President in its international operations.

	Mr. Rogers has been employed as an Executive Officer of the
Company for more than the past five years.

	Mr. Walters joined the Company in January 1996. He previously
served as Executive Vice President of First Financial Management
Corporation, a diversified information and financial services company,
from November 1994 until December 1995. From 1988 until November 1994,
he served as Senior Vice President and General Counsel of New Valley
Corporation.

	Mr. Weitnauer also serves on the Board of Directors. Officers
are elected annually and serve at the pleasure of the Board of
Directors.

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<PAGE>




PART II

ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
		STOCKHOLDER MATTERS

	See the information with respect to the market for and number of
holders of the Company's common stock, quarterly market information
and dividend information which is set forth on page F19 of this Annual
Report on Form 10-K. The Company has an established policy of making
quarterly dividend payments to shareholders. In January 1997, the
Board of Directors reduced the annual dividend from $1.02 to $0.30 per
share. The Company expects to pay future cash dividends depending upon
the Company's pattern of growth, profitability, financial condition
and other factors which the Board of Directors may deem appropriate.

ITEM 6.	SELECTED FINANCIAL DATA

	See the information with respect to selected financial data on
page F19 of this Annual Report on Form 10-K.

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
		RESULTS OF OPERATIONS

	See the information under the caption Management's Discussion
and Analysis of Results of Operations and Financial Condition on pages
F21 through F26 of this Annual Report on Form 10-K.


ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

	See the information with respect to Financial Statements and
Supplementary Data on pages F2 through F19 and page F20, respectively,
of this Annual Report on Form 10-K.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
		FINANCIAL DISCLOSURE

	Not applicable.


PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

	The information regarding Directors required herein is
incorporated by reference to the information under the caption
"Election of Directors" in the Registrant's Definitive Proxy Statement
for the Annual Shareholders' Meeting dated March 13, 1998 (the "Proxy
Statement").

	The information regarding Executive Officers required herein is
included in Part I of this report and incorporated herein by
reference.


ITEM 11.	EXECUTIVE COMPENSATION

	The information regarding executive compensation is incorporated
by reference to the information under the caption "Executive
Compensation and Other Information" in the Proxy Statement.


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<PAGE>


ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
              MANAGEMENT

	The information required herein is incorporated by reference to
the information under the caption "Stock Ownership of Directors and
Executive Officers" in the Proxy Statement.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	Not applicable.


PART IV

ITEM 14.	EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON
		FORM 8-K
                                                          Page in this
                                                         Annual Report
                                                         on Form 10-K
                                                         -------------
(a)1. Financial Statements:
Management Responsibility for Financial Statements              F2
Independent Auditors' Report                                    F3
Consolidated Balance Sheets                                     F4
Consolidated Statements of Operations                           F6
Consolidated Statements of Cash Flows                           F7
Consolidated Statements of Shareholders' Equity                 F8
Notes to Consolidated Financial Statements                      F9
Quarterly Financial Information (unaudited)                    F20
Management's Discussion and Analysis of
   Operations and Financial Condition                          F21

(a)2. Financial Statement Schedule:

Schedule II. Valuation and Qualifying Accounts                  S1

(a)3.  Exhibits
	(Asterisk indicates exhibit previously filed with the Securities
and Exchange Commission as indicated in parentheses and incorporated
herein by reference.)

3.1 *   Amended and Restated Articles of Incorporation (Exhibit 3.1 to
        the Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1993 (the "1993 10-K")).
3.2     By-Laws, as amended through January 13, 1998.
4.1     Indenture, as supplemented and amended, relating to 6.75%
        Convertible Subordinated Debentures due 2011 of Scantron
        Corporation (omitted pursuant to Item 601(b)(4)(iii) of
        Regulation S-K; will be furnished to the Commission upon
        request).
4.2 *   Form of Rights Agreement dated as of June 9, 1989, between the
        Registrant and Citizens and Southern Trust Company (Exhibit 1
        to the Registrant's Current Report on Form 8-K dated June 9,
        1989).
4.3 *   First Amendment dated June 12, 1992 to Rights Agreement dated
        June 9, 1989 between the Registrant and NationsBank of Georgia
        Inc., N.A., successor to Citizens and Southern Trust Company
        (Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q
        for the quarter ended September 30, 1992).
4.4 *   Second Amendment dated July 24, 1992 to Rights Agreement dated
        June 9, 1989 between the Registrant and Trust Company Bank,
        successor to NationsBank of Georgia Inc., N.A., and to
        Citizens and Southern Trust Company (Exhibit 4.2 to the
        Registrant's Quarterly Report on Form 10-Q for the quarter
        ended September 30, 1992).
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4.5 *   Note Agreement dated as of December 1, 1993 relating to the
        Registrant's 6.60% Series A Senior Notes Due December 30, 2008
        (Exhibit 4.5 to the 1993 10-K).
4.6     See Articles IV, V and VIII of the Registrant's Amended and
        Restated Articles of Incorporation, filed as Exhibit 3.1, and
        Articles I, V, and VIII of the Registrant's By-Laws, as
        amended, filed as Exhibit 3.2.
10.1 *  Form of Deferred Compensation Agreement between the Registrant
        and Robert R. Woodson (Exhibit 10.1 to the 1993 10-K).
10.2 *  Form of Monthly Benefit Amendment to Deferred Compensation
        Agreement between the Registrant and Mr. Woodson (Exhibit
        10(H) to the Registrant's Annual Report on Form 10-K for the
        year ended December 31, 1990).
10.3 *  Form of Deferred Compensation Agreement between the Registrant
        and Earl W. Rogers Jr. (Exhibit 10.3 to the 1993 10-K).
10.4 *  Form of Amendment to Deferred Compensation Agreement between
        the Registrant and Messrs. Woodson and Rogers (Exhibit 10.6 to
        the 1993  10-K).
10.5 *  Form of Non-Compete and Termination Agreement between the
        Registrant and Messrs. Woodson and William M. Dollar (Exhibit
10.7 to the 1993  10-K).
10.6 *  Form of Non-Compete and Termination Agreement between the
        Registrant and Joseph M. O'Connell, S. David Passman III, Mark
        C. Perlberg, Rogers and John C. Walters (Exhibit 10.6 to the
        Registrant's Annual Report on Form 10-K for the year ended
        December 31, 1995 (the "1995 10-K")).
10.7 *  Form of Executive Life Insurance Plan between the Registrant
        and Messrs. Woodson and Rogers (Exhibit 10.8 to the 1993
        10-K).
10.8 *  John H. Harland Company 1981 Incentive Stock Option Plan, as
        Extended, as amended (Exhibit 10.9 to the 1995 10-K).
10.9 *  John H. Harland Company Employee Stock Purchase Plan, as
        amended (Exhibit 10.10 to the 1995 10-K).
10.10*  John H. Harland Company Deferred Compensation Plan for Outside
        Directors. (Exhibit 10.10 to the Registrant's Annual Report on
        Form  10-K for the year ended December 31, 1996)
21      Subsidiaries of the Registrant.
23      Independent Auditors' Consent.
27.1    Financial Data Schedule for the year ending December
        31, 1997 10-K.
27.2    Financial Data Schedule for the years ending
        December 31, 1996 and 1995 10-K.
27.3    Financial Data Schedule for the first, second and
        third quarters of 1997 10-Q.
27.4    Financial Data Schedule for the first, second and
        third quarters of 1996 10-Q.


(b)	Reports on Form 8-K

	No reports on Form 8-K were filed by the Registrant during the
last quarter of the period covered by this report.
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<PAGE>


SIGNATURES

	Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

JOHN H. HARLAND COMPANY


S. David Passman III   3/26/98       William M. Dollar      3/26/98
_____________________  ________	    ____________________   ________
S. David Passman III   Date          William M. Dollar      Date
Senior Vice President and            Vice President, Finance
Chief Financial Officer              and Treasurer
(Principal Financial Officer)        (Principal Accounting Officer)



	Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.



John H. Weitnauer Jr.   3/26/98
_____________________   ________
John H. Weitnauer Jr.   Date
Chairman, Interim President
and Chief Executive Officer
(Principal Executive Officer)

Juanita P. Baranco	    3/26/98      Edward J. Hawie        3/26/98
_____________________   _______	    ___________________    ________
Juanita P. Baranco      Date	    Edward J. Hawie        Date
Director                             Director


_____________________   ________	    ___________________	________
John J. McMahon Jr.	    Date         G. Harold Northrop     Date
Director                             Director



_____________________   ________     ____________________	________
H.G. Pattillo           Date         Larry L. Prince	       Date
Director                             Director

Robert R. Woodson       3/26/98      Robert A. Yellowlees   3/26/98
_____________________   ________     ____________________   ________
Robert R. Woodson       Date         Robert A. Yellowlees   Date
Director                             Director

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<PAGE>




JOHN H. HARLAND COMPANY AND SUBSIDIARIES

Index to Information For Inclusion
in the Annual Report on Form 10-K
for the year ended December 31, 1997



Management Responsibility For Financial Statements           F2


Independent Auditors' Report	                               F3


Consolidated Financial Statements
   and Notes to Consolidated Financial Statements            F4


Supplemental Financial Information 	                        F20


Management's Discussion and Analysis of
   of Operations and Financial Condition                    F21


Supplemental Financial Statement Schedule                    S1


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<PAGE>


JOHN H. HARLAND COMPANY AND SUBSIDIARIES
MANAGEMENT RESPONSIBILITY FOR FINANCIAL STATEMENTS

	The financial statements included in this report were prepared by
the Company in conformity with generally accepted accounting principles
consistently applied. Management's best estimates and judgments were
used, where appropriate. Management is responsible for the integrity of
the financial statements and for other financial information included in
this report. The financial statements have been audited by the Company's
independent auditors, Deloitte & Touche LLP. As set forth in their
report, their audits were conducted in accordance with generally accepted
auditing standards and formed the basis for their opinion on the
accompanying financial statements. They consider the Company's control
structure and perform such tests and other procedures as they deem
necessary to express an opinion on the fairness of the financial
statements.

	The Company maintains a control structure which is designed to
provide reasonable assurance that assets are safeguarded and that the
financial records reflect the authorized transactions of the Company. As
a part of this process, the Company has an internal audit function which
assists management in evaluating the adequacy and effectiveness of the
control structure.

	The Audit Committee of the Board of Directors is composed of
directors who are neither officers nor employees of the Company. The
Committee meets periodically with management, Internal Audit and the
independent auditors to discuss auditing, the Company's control structure
and financial reporting matters. Internal Audit and the independent
auditors have full and free access to the Audit Committee.


S. David Passman III
______________________
S.  David Passman III
Senior Vice President and Chief Financial Officer

January 30, 1998



William M. Dollar
______________________
William M. Dollar
Vice President, Finance and Treasurer

January 30, 1998

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<PAGE>



INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Shareholders of
John H. Harland Company:

	We have audited the accompanying consolidated balance sheets of
John H. Harland Company and its subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations, cash flows
and shareholders' equity for each of the three years in the period ended
December 31, 1997. Our audits also included the financial statement
schedule listed in Item 14(a)2. These financial statements and financial
statement schedule are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
and financial statement schedule based on our audits.

	We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.

	In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of John H.
Harland Company and its subsidiaries as of December 31, 1997 and 1996,
and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1997, in conformity with
generally accepted accounting principles. Also, in our opinion, such
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.




DELOITTE & TOUCHE LLP
______________________
DELOITTE & TOUCHE LLP

Atlanta, Georgia
January 30, 1998

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<PAGE>

<TABLE>

                 JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEETS
            (In thousands, except share and per share amounts)
                                   December 31
<CAPTION>
                                                     1997        1996
-----------------------------------------------------------------------
ASSETS
<S>                                             <C>          <C>
CURRENT ASSETS:
Cash and cash equivalents                        $   9,829   $  22,667
Short-term investments                               3,188         152
Accounts receivable from customers, less
  allowance for doubtful accounts of $3,341
  and $2,886                                        73,130      69,596
Inventories:
  Raw materials and semi-finished goods             21,606      28,190
  Hardware component parts                           2,720       2,770
  Finished goods                                     2,116       2,504
Deferred income taxes                               10,763       8,347
Prepaid Income Taxes                                13,907       5,531
Other                                               11,127       8,646
-----------------------------------------------------------------------
Total current assets                               148,386     148,403
-----------------------------------------------------------------------


INVESTMENTS AND OTHER ASSETS:
Assets held for disposal                             8,721      30,656
Investments                                          5,185       6,178
Goodwill and other intangibles - net               115,538     127,491
Deferred income taxes                                9,494      20,012
Other                                               20,919      21,534
-----------------------------------------------------------------------
Total investments and other assets                 159,857     205,871
-----------------------------------------------------------------------


PROPERTY, PLANT AND EQUIPMENT:
Land                                                 3,271       3,439
Buildings and improvements                          38,006      31,285
Machinery and equipment                            169,287     151,800
Furniture and fixtures                              14,984      14,161
Leasehold improvements and other                    16,521       7,448
Additions in progress                                7,281      11,069
-----------------------------------------------------------------------
Total                                              249,350     219,202
Less accumulated depreciation and amortization     131,407     118,745
-----------------------------------------------------------------------
Property, plant and equipment - net                117,943     100,457
-----------------------------------------------------------------------


Total                                            $ 426,186   $ 454,731
=======================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>


-F4-
<PAGE>

<TABLE>

CONSOLIDATED BALANCE SHEETS (continued)

<CAPTION>

                                                        December 31
                                                     1997        1996
-----------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
<S>                                              <C>         <C>
CURRENT LIABILITIES:
Accounts payable - trade                         $  33,816   $  27,057
Short-term debt                                                 43,089
Deferred revenues                                   25,799      25,069
Accrued liabilities:
  Salaries, wages and employee benefits             21,829      21,560
  Restructuring costs                                6,634      12,694
  Taxes                                             10,986       6,031
  Other                                             10,703       9,211
-----------------------------------------------------------------------
Total current liabilities                          109,767     144,711
-----------------------------------------------------------------------

LONG-TERM LIABILITIES:
Long-term debt                                     109,358     114,075
Other                                               14,235      13,542
-----------------------------------------------------------------------
Total long-term liabilities                        123,593     127,617
-----------------------------------------------------------------------

Total liabilities                                  233,360     272,328
-----------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (see Note 13)

SHAREHOLDERS' EQUITY:
Series preferred stock, authorized 500,000
  shares of $1.00 par value, none issued
Common stock, authorized 144,000,000 shares of
  $1.00 par value, 37,907,497 shares issued         37,907      37,907
Additional paid-in capital                           1,458       2,032
Foreign currency translation adjustment               (186)         54
Retained earnings                                  324,324     316,315
-----------------------------------------------------------------------
Total shareholders' equity                         363,503     356,308
Less 6,849,524 and 6,983,520 shares in
  treasury, at cost                                170,677     173,905
-----------------------------------------------------------------------
Shareholders' equity - net                         192,826     182,403
-----------------------------------------------------------------------

TOTAL                                            $ 426,186   $ 454,731
=======================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

-F5-
<PAGE>

<TABLE>

                  JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                  (In thousands, except per share amounts)
<CAPTION>
                                                Year ended December 31
                                             1997       1996       1995
-------------------------------------------------------------------------
<S>                                      <C>        <C>        <C>
NET SALES                                $ 562,709  $ 609,384  $ 561,617
-------------------------------------------------------------------------
COST AND EXPENSES:
Cost of sales                              324,775    327,162    302,660
Selling, general and administrative
  expenses                                 186,137    171,839    160,897
Amortization of intangibles                 13,348     16,432     14,840
Restructuring charge                         3,644     94,054
Acquired in-process research and
  development costs                                     7,973
-------------------------------------------------------------------------
Total                                      527,904    617,460    478,397
-------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS               34,805     (8,076)    83,220
-------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
Interest expense                            (8,421)   (10,330)    (8,714)
Other - net                                  3,182      2,929      2,397
-------------------------------------------------------------------------
Total                                       (5,239)    (7,401)    (6,317)
-------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES           29,566    (15,477)     76,903

INCOME TAXES                                12,270     (1,623)     30,886
-------------------------------------------------------------------------
NET INCOME (LOSS)                        $  17,296  $ (13,854)  $  46,017
=========================================================================

EARNINGS (LOSS) PER COMMON SHARE
   BASIC                                 $     .56  $    (.45)  $    1.51
   DILUTED                               $     .56  $    (.45)  $    1.50
=========================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

-F6-
<PAGE>

<TABLE>
                     JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (In thousands)
<CAPTION>
                                                          Year ended December 31
                                                       1997       1996       1995
-----------------------------------------------------------------------------------
<S>                                                 <C>        <C>        <C>
OPERATING ACTIVITIES:
Net income (loss)                                   $ 17,296   $(13,854)  $ 46,017
Adjustments to reconcile net income to
  net cash provided by operating activities:
  Depreciation and amortization                       39,274     42,714     48,317
  Provision for restructuring charge                  (2,341)    87,631
  Acquired in-process research and development costs              7,973
  Gain on sale of assets                              (2,746)      (214)      (239)
  Other - net                                          3,854      1,068      2,426
  Change in assets and liabilities net of
    effects of businesses acquired:
    Deferred income taxes                              8,102    (34,205)      (353)
    Accounts receivable                               (3,534)      (848)    (9,575)
    Inventories and other current assets              (2,588)    11,131    (22,038)
    Accounts payable and accrued expenses              9,032     (3,105)    10,989
    Other - net                                            5        (27)       112
-----------------------------------------------------------------------------------
Net cash provided by operating activities             66,354     98,264     75,656
-----------------------------------------------------------------------------------

INVESTING ACTIVITIES:
Purchases of property, plant and equipment           (45,394)   (28,920)   (33,391)
Proceeds from sale of property, plant and equipment   27,486      5,699      1,748
Payment for acquisition of businesses -
  net of cash acquired                                          (35,023)   (36,464)
Change in short-term investments - net                (3,036)       248      2,850
Other - net                                           (3,583)   (11,397)     1,440
-----------------------------------------------------------------------------------
Net cash used in investing activities                (24,527)   (69,393)   (63,817)
-----------------------------------------------------------------------------------

FINANCING ACTIVITIES:
Short-term borrowings - net                          (43,089)     8,000      9,000
Repayment of long-term debt                           (4,717)
Purchases of treasury stock                           (2,221)      (739)       (52)
Issuance of treasury stock                             4,771      6,234      3,879
Dividends paid                                        (9,287)   (31,385)   (31,123)
Other - net                                             (122)    (1,176)      (640)
-----------------------------------------------------------------------------------
Net cash used in financing activities                (54,665)   (19,066)   (18,936)
-----------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents     (12,838)     9,805     (7,097)
Cash and cash equivalents at beginning of year        22,667     12,862     19,959
-----------------------------------------------------------------------------------
Cash and cash equivalents at end of year            $  9,829   $ 22,667   $ 12,862
===================================================================================

Cash paid during the year for:
   Interest                                         $  8,270   $ 10,425   $  8,483
===================================================================================
   Income taxes                                     $  5,529   $ 32,205   $ 31,708
===================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

-F7-
<PAGE>

<TABLE>
                                     JOHN H. HARLAND COMPANY AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                 (In thousands, except share and per share amounts)
                                --- Years Ended December 31, 1997, 1996 and 1995 ---
<CAPTION>
                                                                                            Foreign
                                                        Additional                          Currency
                                              Common     Paid-In     Retained    Treasury  Translation
                                              Stock      Capital     Earnings     Stock    Adjustment
-------------------------------------------------------------------------------------------------------
<S>                                           <C>       <C>         <C>        <C>           <C>
BALANCE, DECEMBER 31, 1994                    $ 37,907  $  3,389    $ 346,660  $ (184,596)   $   54
Net income                                                             46,017
Cash dividends, $1.02 per share                                       (31,123)
Purchase of 2,337 shares of treasury
  stock                                                                               (52)
Issuance of 218,188 shares of treasury
  stock under employee stock plans                        (1,026)                   4,905
Other                                                         12
-------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1995                      37,907     2,375      361,554    (179,743)       54
Net loss                                                              (13,854)
Cash dividends, $1.02 per share                                       (31,385)
Purchase of 28,916 shares of treasury
  stock                                                                              (739)
Issuance of 298,136 shares of treasury
  stock under employee stock plans and
   conversion of debentures                                 (343)                   6,577
-------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1996                      37,907     2,032      316,315    (173,905)       54
Net income                                                             17,296
Cash dividends, $.30 per share                                         (9,287)
Purchase of 107,558 shares of treasury
  stock                                                                            (2,221)
Issuance of 241,554 shares of treasury
  stock under employee stock plans and
  conversion of debentures                                  (678)                   5,449
Other                                                        104                               (240)
-------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1997                    $ 37,907   $ 1,458    $ 324,324  $ (170,677)   $ (186)
=======================================================================================================
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>

-F8-
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:
	Consolidation - The consolidated financial statements include
the financial statements of John H. Harland Company and its majority-
owned subsidiaries (the "Company"). Intercompany balances and
transactions have been eliminated.

	Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

	Cash Equivalents - The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be
cash equivalents.

	Inventories - Inventories are stated at the lower of cost or
market. Cost of inventory for checks and related forms is determined
by average costing. Cost of scannable forms and hardware component
parts inventories is determined by the first-in, first-out method.
Cost of data entry terminals is determined by the specific
identification method.

	Impairment of Long-Lived Assets - Effective January 1, 1996, the
Company adopted Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS 121"). Assets held for disposal are
carried at the lower of carrying amount or fair value, less estimated
cost to sell such assets. The Company reviews long-lived assets and
certain intangibles for impairment when events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable, and any impairment losses are reported in the period in
which the recognition criteria are first applied based on the fair
value of the asset. There was no impact on the financial statements
upon adoption of SFAS 121, other than the portion of the restructuring
charges related to disposition of assets.

	Investments - Short-term investments are carried at cost plus
accrued interest, which approximates market, and consist primarily of
certificates of deposit and demand notes with original maturities in
excess of three months. Marketable equity securities and other long-
term investments are carried at cost, which approximates market. The
Company classifies substantially all of its investments as available-
for-sale securities.

	Goodwill and Other Intangibles - Goodwill represents the excess
of acquisition costs over the fair value of net assets of businesses
acquired and is amortized on a straight-line basis over periods from
12 to 40 years. Other intangible assets consist primarily of purchased
customer lists and non-compete covenants, which are amortized on a
straight-line basis over periods ranging from two to eight years.
Carrying values of goodwill and other intangibles are periodically
reviewed to assess recoverability based on expectations of
undiscounted cash flows and operating income for each related business
unit. Impairments would be recognized in operating results if a
permanent diminution in value was indicated. Amortization periods of
intangible assets are also reviewed to determine whether events or
circumstances warrant revision to estimated useful lives.

	Other Assets - Other assets consist primarily of capitalized
costs of software to be sold, which are amortized over three years or
the expected life of the product, and prepaid customer incentive
payments, which are amortized as a reduction of sales over the life of
the related contract. Unamortized software included within Other
Assets were $4.7 million at December 31, 1997. The charge to expense
for amortization of such assets is not significant.

-F9-
<PAGE>

	Property, Plant and Equipment - Property, plant and equipment
are carried at cost. Depreciation of buildings is computed primarily
by the declining balance method. Depreciation of equipment, furniture
and fixtures is calculated by the straight-line or sum-of-the-years
digits methods. Leasehold improvements are amortized by the straight-
line method over the life of the lease or the life of the property,
whichever is shorter. Accelerated methods are used for income tax
purposes for all property where allowed. The Company capitalizes the
qualifying costs of software developed or obtained for internal use.
Depreciation is computed for internal use software by using the
straight-line method over three to five years.

	Revenue Recognition - Sales of products and services are
recorded based on shipment of products or performance of services.
Revenue from maintenance contracts is deferred and recognized over the
period of the agreements.

	Earnings Per Common Share - Earnings per common share for all
periods have been computed under the provisions of a new accounting
standard, Statement of Financial Accounting Standards No. 128
"Earnings Per Share", which was adopted in 1997 and calls for the
restatement of all periods presented on a comparable basis. The net
income (loss) used in the calculation of diluted earnings per common
share is adjusted for the effect of the interest on the conversion of
the subordinated debt. The net income (loss) used for the calculation
of diluted earnings (loss) per common share for 1997, 1996 and 1995
were $17,702,000, $(13,444,000) and $46,438,000, respectively. The
average number of common shares used in the calculation of basic
earnings per common share for 1997, 1996 and 1995 were 30,970,900,
31,056,200, and 30,440,900, respectively. The average number of common
share equivalents used in the calculation of diluted earnings per
common share for 1997, 1996 and 1995 were 31,445,500, 31,646,900 and
30,878,500, respectively. The common share equivalents relate to
options under stock compensation plans and the effect of the
conversion of the subordinated debt.

	Research and Development Costs - The Company expenses research
and development costs, including expenditures related to development
of software that do not qualify for capitalization. The Company
expensed $4.5 million for research and development costs in 1997.

	Income Taxes - Deferred tax liabilities and assets are
determined based on the difference between financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for
the year in which differences are expected to reverse.

	Reclassifications - Certain reclassifications have been made in
the 1995 and 1996 financial statements to conform to the 1997
classifications.

	New Accounting Standards - In June 1997, the Financial
Accounting Standards Board issued Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" (SFAS 130) and
Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" (SFAS 131).
SFAS 130 establishes standards for the reporting and displaying of
comprehensive income and its components (revenues, expenses, gains and
losses) in a full set of general-purpose financial statements. SFAS
131 establishes standards for the way that public business enterprises
report selected information about operating segments in interim
financial reports issued to shareholders. The Company will adopt SFAS
130 and SFAS 131 in 1998. Management does not expect these new
pronouncements to significantly impact the presentation of the
Company's consolidated financial statements.


2. RESTRUCTURING CHARGE
	In 1996, the Company announced plans to consolidate its 40 check
imprint plants into a network of regional facilities (the
-F10-
<PAGE>

"Restructuring"). As part of the Restructuring, the Company recorded
pre-tax charges as follows in the year ended December 31, 1996 (in
thousands):

<TABLE>
<CAPTION>
-------------------------------------------------------------------
<S>                                                     <C>
Write down of equipment and facilities                  $   45,132
Write down of intangible assets                             23,198
Employee severance                                          17,943
Other                                                        7,781
-------------------------------------------------------------------
Total                                                   $   94,054
===================================================================
</TABLE>

	The Restructuring relates to consolidation of manufacturing
operations, including severance and associated revaluation of assets,
and valuation adjustments related to discontinuing certain subsidiary
product lines.

	During 1997, the Company recorded a net restructuring charge of
$3.6 million. This charge included severance of $5.9 million that was
not previously accrued and reversals of certain restructuring accruals
of $2.3 million.

	In 1997 and 1996, the Company made payments totaling $6.0
million and $6.4 million, respectively, related to the Restructuring,
for previously accrued restructuring costs. Management expects to
incur additional charges in 1998, predominantly related to employee
severance. As part of this Restructuring, certain assets,
predominantly land and buildings for the facilities to be closed, are
held for sale (see Note 4). Accrued restructuring costs consist
primarily of severance and other related costs associated with plant
consolidation strategies and are expected to be paid primarily in
1998.


3. ACQUISITIONS
	During 1996 and 1995, the Company acquired the businesses
described below, which were accounted for using the purchase method of
accounting. The results of operations of each acquisition are included
in the consolidated financial statements from the date of acquisition.

	On May 31, 1996, the Company's wholly owned subsidiary,
Marketing Profiles, Inc., acquired the common stock of Florida-based
OKRA Marketing Corporation ("OKRA") for cash. The acquisition price
was funded with proceeds from short-term borrowings. OKRA designs,
develops, markets and supports proprietary application software
products and systems, and provides data processing services utilizing
such products and systems. Cash paid for this acquisition totaled
$24.6 million, net of related acquisition costs of $0.4 million. As
part of this acquisition, the Company acquired in-process research and
development costs of $8.0 million, which was expensed at acquisition.
Of the total acquisition costs, approximately $19.4 million was
allocated to intangible assets, of which $11.5 million represented
goodwill which is being amortized on a straight-line basis over 15
years.

	On May 15, 1996, the Company acquired with cash an additional
one percent of the common stock of G.H. Grupo Industrial, S.A. de C.V.
and its wholly owned subsidiary Galas Harland, S.A. de C.V., resulting
in 51% ownership.

	On July 3, 1995, the Company's wholly owned subsidiary, Scantron
Corporation, acquired the net assets of Quality Computers &
Applications Inc. ("QCA") for cash paid at closing and a contingent
purchase payment payable in 1999. The contingent purchase payment is
based upon a multiple of QCA's 1998 operating results as defined in
the acquisition agreement which, if paid, will be recorded as an
increase in goodwill and will be amortized over the remaining life of
the associated goodwill. The acquisition price was funded with
proceeds from short-term borrowings. QCA is a mail-order retailer of

-F11-
<PAGE>
software and hardware to the educational technology market. The new
entity operates under the name Scantron Quality Computers, Inc.

	On August 31, 1995, the Company acquired the net assets of
dataPRINT, a division of Data Print, Inc., for cash and a note
payable. The cash paid at closing was funded with proceeds from short-
term borrowings. dataPRINT produces computer-compatible forms,
particularly forms utilized by personal finance software packages.

	Assets acquired through acquisitions in 1995 totaled $23.1
million, net of liabilities assumed of $1.8 million. Cash paid for
these acquisitions totaled $11.1 million along with a $12.0 million
note that was paid in January 1996. Of the total acquisition costs,
$20.3 million was allocated to intangible assets, of which $10.6
million represented goodwill which is being amortized over 15 to 20
year periods.

	Goodwill and other intangible assets acquired in acquisitions
consist of the following as of December 31 (in thousands):
<TABLE>
<CAPTION>
                                       1997        1996
---------------------------------------------------------
<S>                                <C>         <C>
Goodwill                           $ 120,766   $ 119,125
Non-compete covenants                 30,350 	   30,350
Customer lists                        22,014      22,014
---------------------------------------------------------
Total                                173,130     171,489
Less accumulated amortization         57,592      43,998
---------------------------------------------------------
Total                              $ 115,538   $ 127,491
=========================================================
</TABLE>

	The following represents the unaudited pro forma results of
operations which assume the acquisitions occurred at the beginning of
the respective year in which the assets were acquired as well as the
beginning of the immediately preceding year. These results include
certain adjustments, primarily increased amortization of intangible
assets, increased interest expense, reduced interest income and
depreciation expense, offset by in-process research and development
costs expensed in 1996 (in thousands, except per share amounts):

<TABLE>

                                      1996        1995
---------------------------------------------------------
<S>                                <C>         <C>
Net sales                          $ 615,063   $ 591,468
Net income (loss)                     (7,762)     41,448
Earnings (loss) per common share:
   Basic                                (.25)       1.36
   Diluted                              (.25)       1.34

</TABLE>

	The pro forma financial information presented does not purport
to be indicative of either the results of operations that would have
occurred had the acquisitions taken place at the beginning of the
periods presented or of future results.


4. ASSETS HELD FOR DISPOSAL
	As part of the Company's strategy to consolidate its check
imprint plants into regional facilities, certain assets, predominantly
land, buildings and equipment at the facilities to be closed with a
carrying value of $8.7 million and $30.7 million, were held for sale
at December 31, 1997 and 1996, respectively. The Company expects to
sell these assets within one year of the related facility being
closed. Fair value of land and buildings was determined by independent
valuation. Fair value of equipment and other assets was determined by
management valuation based on recent disposals of similar equipment.
The impairment loss recorded in 1996, which totaled $45.1 million is
included within the restructuring charge as discussed in Note 2.

-F12-
<PAGE>


5. SHORT-TERM DEBT
	As of December 31, 1997, the Company had available unsecured
lines of credit under which it could borrow up to $111.0 million in
the form of short-term notes, for which no compensating balances or
commitment fees are required. As of December 31, 1997, there were no
amounts outstanding under these unsecured lines of credit. As of
December 31, 1996, $43 million was outstanding under these unsecured
lines of credit, bearing an average variable interest rate of 5.85%.


6. LONG-TERM DEBT
	Long-term debt consisted of the following as of December 31 (in
thousands):
<TABLE>
<CAPTION>
                                                     1997      1996
----------------------------------------------------------------------
<S>                                              <C>        <C>
Series A Senior Notes                            $  85,000  $  85,000
Term Loan                                           15,000     15,000
Convertible Subordinated Debentures                  9,288      9,847
Industrial Development Refunding Revenue Bonds                  4,000
Other                                                  252      1,329
----------------------------------------------------------------------
Total                                              109,540    115,176
Less current portion                                   182      1,101
----------------------------------------------------------------------
Long-term debt                                   $ 109,358  $ 114,075
======================================================================
</TABLE>

	The Company has outstanding $85 million of Series A Senior Notes
("Senior Notes") and a $15 million Term Loan ("Term Loan"), which bear
interest at fixed interest rates of 6.60% and 6.63%, respectively. The
Senior Notes mature from 2004 to 2008 and the Term Loan is due 2003.

	The Company's 6.75% convertible subordinated debentures are
convertible into common stock of the Company at any time prior to
maturity, at a conversion price of $25.17 per share, subject to
adjustment in certain events. As of December 31, 1997, 378,506 shares
of common stock were reserved for conversion of the debentures. The
debentures are entitled to an annual mandatory sinking fund, which
commenced June 1, 1996, calculated to retire 75% of the debentures
prior to maturity in 2011. The debentures are redeemable, in whole or
in part, at any time at the option of the Company at par plus accrued
interest. The debentures are subordinated to all senior debt.

	In 1994, the Company executed certain agreements under which $4
million face value of Industrial Development Refunding Revenue Bonds -
Series 1994 ("the Bonds") were issued with interest at variable rates,
which averaged 3.55% in 1996 and were due in 2004. The Company retired
this debt in January 1997.

	The debt agreements relating to the Senior Notes, the Term Loan
and the Bonds contain certain covenants, the most restrictive of which
limit the amount of funded indebtedness of the Company and require the
Company to maintain a minimum fixed charge coverage ratio. At December
31, 1997, the Company was in compliance with the covenants associated
with these debt instruments. Other long-term debt relates principally
to capitalized lease obligations.

	Annual maturities of long-term debt including sinking fund
requirements (less subordinated debentures re-acquired) during the
next five years are: 1998 - $0.8 million; 1999 through 2002 - $0.6
million.


-F13-
<PAGE>






7. INCOME TAXES
	The provisions (benefit) for the years ended December 31, 1997,
1996 and 1995 consisted of the following (in thousands):
<TABLE>
<CAPTION>

                                    1997         1996         1995
----------------------------------------------------------------------
<S>                              <C>          <C>           <C>
Current:   Federal               $  3,731      $ 22,218     $ 25,542
           State                      437         4,794        5,697
----------------------------------------------------------------------
Total                               4,168        27,012       31,239
----------------------------------------------------------------------
Deferred:  Federal                  6,642       (24,107)        (310)
           State                    1,460        (4,528)         (43)
----------------------------------------------------------------------
Total                               8,102       (28,635)        (353)
----------------------------------------------------------------------
Total                            $ 12,270      $ (1,623)    $ 30,886
======================================================================
</TABLE>

	The tax effects of significant items comprising the Company's
net deferred tax assets as of December 31 were as follows (in
thousands):
<TABLE>
<CAPTION>
                                              1997	         1996
----------------------------------------------------------------------
<S>                                        <C>             <C>
Current deferred tax asset:
       Accrued vacation                    $  1,413        $  1,704
       Deferred revenue                       1,787           1,464
       Accrued liabilities                    1,844           1,701
       Other                                  5,719           3,478
----------------------------------------------------------------------
Total                                        10,763           8,347
----------------------------------------------------------------------
Non-current deferred tax asset (liability):
       Difference between book and tax basis
          of property                        (1,468)          5,895
       Deferred revenue                       2,069           1,974
       Deferred compensation                  1,643           1,685
       Postretirement benefit obligation      3,118           2,936
       Other                                  4,132           7,522
----------------------------------------------------------------------
Total                                         9,494          20,012
Valuation allowance                               0               0
----------------------------------------------------------------------
Net deferred tax asset                     $ 20,257        $ 28,359
======================================================================
</TABLE>

	A reconciliation between the Federal income tax statutory rate
and the Company's effective income tax rate is as follows:
<TABLE>
<CAPTION>
                                       1997        1996        1995
----------------------------------------------------------------------
<S>                                    <C>         <C>         <S>
Statutory rate                         35.0%       35.0%       35.0%
State and local income taxes, net of
    Federal income tax benefit          4.2        (1.1)        4.8
Income from Puerto Rico                (0.4)        8.9        (1.7)
In-process research
    and development costs                         (18.0)
Non-deductible goodwill                 5.1       (14.7)        0.7
Other - net                            (2.4)        0.4         1.4
----------------------------------------------------------------------
Effective income tax rate              41.5%      10.5%        40.2%
======================================================================
</TABLE>

8. SHAREHOLDERS' EQUITY
	Each share of common stock includes a stock purchase right,
which is not currently exercisable but would become exercisable upon
occurrence of certain events as provided for in the Rights Agreement.
The rights expire on July 5, 1999.
-F14-
<PAGE>

9. STOCK COMPENSATION PLANS
	The Company applies Accounting Principles Board Opinion No. 25
and related interpretations in accounting for its stock-based
compensation plans. Effective January 1, 1996, the Company adopted the
disclosure-only provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS
123"). Had compensation cost for the Company's stock-based
compensation plans been determined based on the fair value at the
grant dates consistent with the method of SFAS 123, the Company's net
income (loss) and earnings (loss) per share would have changed to the
pro forma amounts listed below (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
	                                   1997           1996
---------------------------------------------------------------
<S>                                    <C>          <C>
Net income (loss):
   As reported                         $ 17,296     $ (13,854)
   Pro forma                             15,738       (15,007)
Basic and diluted earnings
  (loss) per common share:
   As reported                         $   .56     $    (.45)
   Pro forma                               .51          (.48)
</TABLE>

	Under the John H. Harland Company Employee Stock Purchase Plan
("ESPP"), the Company is authorized to issue up to 4,350,000 shares of
common stock to its employees, most of whom are eligible to
participate. Under the ESPP, eligible employees may choose to exercise
an option to purchase shares of Company stock with earnings, which
have been withheld during each quarter. The option price is 85% of the
lower of the beginning-of-quarter or end-of-quarter market price.
During 1997, 1996 and 1995, employees exercised options to purchase
194,003 shares, 196,458 shares and 202,494 shares, respectively, from
the ESPP. Options granted under the ESPP were at prices ranging from
$17.64 to $20.77 in 1997, $17.80 to $25.87 in 1996 and $16.89 to
$19.23 in 1995. Pro forma compensation cost associated with options
granted under the ESPP is estimated based on the discount from market
value. As of December 31,1997, there were 621,629 shares of common
stock reserved for purchase under the ESPP.

	Under the John H. Harland Company 1981 Incentive Stock Option
Plan, As Extended ("ISOP"), the Company may grant incentive and non-
qualified stock options to certain key employees to purchase shares of
Company stock at no less than the fair market value of the stock on
the date of the grant. The Company is authorized to issue up to
2,685,955 shares of common stock under the ISOP. Options granted under
the ISOP through July 1995 became fully exercisable one year from the
date of the grant, with a maximum life of five years. Options granted
under the ISOP after July 1995 vest ratably over a five-year period
beginning on the first anniversary of the date of the grant, and have
a maximum life of 10 years, with the exception of one grant made in
1995 that has a maximum life of seven years.

	The fair value of options granted under the ISOP during 1997 was
estimated as $7.47, using the Black-Scholes option pricing model and
the following weighted average assumptions: dividend yield 2.3%,
expected volatility of 24.1%, risk-free interest rate of 6.3%, assumed
forfeiture rate of 3.0% and an expected life of eight years. The fair
value of options granted under the ISOP during 1996 was estimated as
$7.40, using the following weighted average assumptions: dividend
yield 3.9%, expected volatility of 25.4%, risk-free interest rate of
6.4%, assumed forfeiture rate of 3.0% and an expected life of eight
years. The fair value of options granted under the ISOP during 1995
was estimated as $3.32, using the following average assumptions:
dividend yield 5.0%, expected volatility of 23.4%, risk-free interest
rate of 6.1%, assumed forfeiture rate of 3.0% and an expected life of
6.8 years.
-F15-
<PAGE>

A summary of transactions under the ISOP during the three years
ended December 31, 1997, follows:
<TABLE>
<CAPTION>
				                           Weighted Average
			                      Shares      Exercise Price
----------------------------------------------------------------------
<S>                                      <C>               <C>
Outstanding - December 31, 1994            385,853         $  22.79
       Options granted                   1,123,250            24.61
       Options exercised                   (15,652)           14.02
       Options canceled                    (82,443)           23.53
----------------------------------------------------------------------
Outstanding - December 31, 1995          1,411,008         $  24.30
       Options granted                   1,090,000            26.52
       Options exercised                   (85,579)           21.05
       Options canceled                    (60,143)           23.08
----------------------------------------------------------------------
Outstanding - December 31, 1996          2,355,286         $  25.47
       Options granted                     105,000            24.27
       Options exercised                   (44,280)           20.84
       Options canceled                   (182,072)           23.83
----------------------------------------------------------------------
Outstanding - December 31, 1997          2,233,934         $  25.64
======================================================================
</TABLE>

	As of December 31, 1997, there were 2,576,828 shares of common
stock reserved for issue under the ISOP. The following tables
summarize information pertaining to options outstanding and
exercisable under the ISOP as of December 31:
<TABLE>
<CAPTION>

Options Outstanding                               1997
----------------------------------------------------------------------
			                         Weighted        Weighted
			                     Average Remaining   Average
Range of		           Number	   Contractual Life   Exercise
Exercise Prices		  Outstanding       (Years)        Price
----------------------------------------------------------------------
<S>                      <C>                 <C>           <C>
$15 to $20			   125,000           5.37          $ 19.49
$20 to $25			   961,584           4.71            22.50
$25 to $30			   752,350           2.73            27.52
$30 to $35			   395,000           8.80            31.44
----------------------------------------------------------------------
Total                    2,233,934           6.28          $ 25.64
======================================================================
</TABLE>
<TABLE>
<CAPTION>

Options Exercisable
                           1997                        1996
----------------------------------------------------------------------
                                 Weighted                     Weighted
                                 Average                      Average
Range of             Number      Exercise      Number        Excercise
Exercise Prices     Exercisable  Price         Exercisable   Price
----------------------------------------------------------------------
<S>                 <C>        <C>              <C>          <C>
$10 to $15                                         3,567     $  11.59
$15 to $20           70,000    $  19.38           89,785        19.15
$20 to $25          321,583       22.06          259,584        23.12
$25 to $30          308,351       27.28          112,351        29.55
$30 to $35           79,000       31.44
----------------------------------------------------------------------
Total               778,934                      465,287
======================================================================
</TABLE>


10. EMPLOYEE RETIREMENT AND SAVINGS PLANS
	Effective April 1, 1996, the Company merged substantially all of
the Company's profit sharing plan assets with the Company's Master
401(k) Plan and Trust ("401(k) plan"). John H. Harland Company of
Puerto Rico ("Harland PR") assumed sponsorship of the profit sharing
plan since remaining assets relate only to Harland PR employees.

	Harland PR's profit sharing plan is a non-contributory plan to
provide retirement income for Harland PR employees. Contributions to

-F16-
<PAGE>
the profit sharing plan were $0.4 million in 1996 and $7.9 million in
1995.

	The 401(k) plan is a defined contribution 401(k) plan with an
employer match covering any employee of the Company or a participating
affiliate of the Company who is not a non-resident alien. Participants
may contribute on a pre-tax and after-tax basis, subject to maximum
IRS limits and not exceeding 17% of annual compensation.  Effective
January 1, 1996, the Company matches employee contributions $0.50 for
every dollar up to a maximum Company matching contribution of 3% of
qualified annual compensation. Additional contributions may be made
from accumulated or current net profits at the board of directors'
discretion. Contributions to the 401(k) plan were $3.4 million in
1997, $3.5 million in 1996 and $0.6 million in 1995.

	The Company has unfunded deferred compensation agreements with
certain officers. The present value of cash benefits payable under the
agreements is being provided over the periods of active employment and
totaled $3.9 million at December 31, 1997 and 1996. The charge to
expense for these agreements is not significant.


11. POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS
	The Company sponsors two defined postretirement benefit plans
that cover qualifying salaried and non-salaried employees. One plan
provides health care benefits and the other provides life insurance
benefits. The medical plan is contributory and contributions are
adjusted annually based on actual claims experience. The life
insurance plan is non-contributory. The Company's intent is that the
retiree provide the majority of the actual cost of providing the
medical plan. Neither plan is funded.

	As of December 31, 1997, the accumulated postretirement benefit
obligation ("APBO") under such plans was $12.8 million. The following
table reconciles the plans' status to the accrued postretirement
health care and life insurance liability reflected on the balance
sheet as of December 31 (in thousands):
<TABLE>
<CAPTION>

                                              1997          1996
-------------------------------------------------------------------
<S>                                        <C>           <C>
APBO:
   Retirees                                $  7,248      $  3,201
   Fully eligible participants                1,720         2,054
   Other participants                         3,804         4,094
-------------------------------------------------------------------
                                             12,772         9,349
Unrecognized net loss                        (3,794)         (977)
-------------------------------------------------------------------
Accrued postretirement cost -
   included in Other Liabilities           $  8,978      $  8,372
===================================================================
</TABLE>

	Net periodic postretirement costs ("NPPC") are summarized as
follows (in thousands):
<TABLE>
<CAPTION>

                                        1997       1996      1995
-------------------------------------------------------------------
<S>                                   <C>         <C>       <C>
Service costs                         $   322     $  313    $  280
Interest on APBO                          712        661       543
Net amortization                            3          1
-------------------------------------------------------------------
Total                                 $ 1,037     $  975    $  823
===================================================================
</TABLE>

	The cost of providing medical benefits was assumed to increase
by 7.5% in 1998, 7.0% in 1999, reduced by 0.5% each year until a 5.5%
rate is reached in 2002. The medical cost trend rate assumption could
have a significant effect on amounts reported. An increase of 1.0% in
the assumed rate of increase would have had the effect of increasing
the APBO by $1.4 million and the NPPC by $142,000. The weighted

-F17-
<PAGE>
average discount rate used in determining the APBO was 7.25% in 1997
and 7.75% in 1996 and 1995, and employee earnings were estimated to
increase 3.5% annually until age 65.


12. Financial Instruments
	The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is
practicable to estimate that value:

	Short-term investments - The carrying value approximates fair
value because of the short maturity of those instruments.

	Long-term investments - The fair values of certain investments
are estimated based on quoted market prices. The fair values of the
Company's investments in limited partnerships are based on estimates
by general partners in the absence of readily ascertainable market
values. The fair value of the Company's other investments, which are
not actively traded and are immaterial, is based on an estimate of the
net realizable value of those investments.

	Short-term debt - The carrying value approximates fair value.

	Long-term debt - The fair value of the Company's convertible
debentures is based on recent market quotes. The fair value of other
long-term debt is based on estimated rates currently available to the
Company for debt with similar terms and maturities.

	The carrying values and estimated fair values of the Company's
financial instruments at December 31 are as follows (in thousands):
<TABLE>
<CAPTION>
	                 Carrying Value            Fair Value
------------------------------------------------------------------
                       1997       1996          1997        1996
------------------------------------------------------------------
<S>               <C>         <C>           <C>         <C>
Investments:
   Short-term     $    3,188  $      152    $    3,188  $      152
   Long-term           5,185       6,178         5,321       6,499
Debt:
   Short-term	                     43,089                    43,089
    Long-term	        109,358     114,075       109,095     112,740
</TABLE>


13. COMMITMENTS AND CONTINGENCIES
	In the ordinary course of business, the Company is subject to
various legal proceedings and claims. The Company believes that the
ultimate outcome of these matters will not have a material effect on
its financial statements.

	Total rental expense was $9.4 million in 1997 and 1996,and
$8.0 million in 1995. Minimum annual rentals under non-cancellable
operating leases at December 31, 1997 are as follows (in thousands):
<TABLE>
<CAPTION>
<S>                                  <C>
1998                                 $   7,906
1999                                     7,512
2000                                     5,816
2001                                     3,557
2002                                     3,465
Thereafter                              25,924
------------------------------------------------
Total                                $  54,180
================================================
</TABLE>

	The Company has an agreement with a vendor who will perform
certain customer-related functions through 2001. Annual costs under
this relationship are estimated to be $12.5 million in 1998 through
2001.

-F18-
<PAGE>




14. BUSINESS SEGMENTS
	The Company operates its business in two segments. The Financial
Services segment ("FS") includes checks, forms and other printed
products, database marketing software, direct marketing campaign
management and loan origination software sold primarily to financial
institutions.

	The Scantron segment represents products and services sold by
its Scantron subsidiary including optical mark reading equipment,
scannable forms, mail order software and maintenance services.
Scantron sells these products and services primarily to education
markets.

	The Company's operations are primarily in the United States and
Puerto Rico. There were no significant inter-segment sales and no
material amounts of the Company's sales are dependent upon a single
customer. Equity investments as well as foreign assets are not
significant to the consolidated results of the Company. Operating
income or loss includes restructuring charges and in-process research
and development costs written off but excludes interest income,
interest expense and other non-operating gains and losses. Corporate
assets consist primarily of cash and cash equivalents, investments and
other assets not employed in production.

	Summarized financial information by business segment for 1997, 1996
and 1995 is as follows (in thousands):
<TABLE>
<CAPTION>
                                                               Consol-
	                       FS        Scantron    Corporate   idated
----------------------------------------------------------------------
<S>                   <C>          <C>         <C>          <C>
1997
Sales                 $  477,480   $  85,229                $ 562,709
Operating income          45,933      14,240    $ (25,368)     34,805
Identifiable assets      330,635      55,107       40,444     426,186
Depreciation and
  amortization            34,192       5,082                   39,274
Capital expenditures      42,589       2,805                   45,394

1996
Sales                 $  527,168   $  82,216                $ 609,384
Operating income (loss)   13,427        (184)   $ (21,319)     (8,076)
Identifiable assets      349,105      57,217       48,409     454,731
Depreciation and
   amortization           36,297       6,417                   42,714
Capital expenditures      26,309       2,611                   28,920

1995
Sales                 $  484,342   $  77,275                $ 561,617
Operating income          92,192       8,065    $  (17,037)    83,220
Identifiable assets      380,747      65,863        28,040    474,650
Depreciation and
   amortization           41,321       6,996                   48,317
Capital expenditures      29,516       3,875                   33,391
</TABLE>

-F19-
<PAGE>


JOHN H. HARLAND COMPANY AND SUBSIDIARIES
Supplemental Financial Information
<TABLE>

SELECTED QUARTERLY FINACIAL DATA, DIVIDENDS PAID AND STOCK PRICE RANGE
(In thousands except per share amounts)
<CAPTION>
                             ---------  Quarter ended ----------
                       March 31      June 30  September 30  December 31
-----------------------------------------------------------------------
<S>                    <C>          <C>          <C>         <C>
1997:
  Net sales            $ 139,266    $ 139,691    $ 142,099    $ 141,653
  Gross profit            59,777       57,889       59,521       60,747
  Net income               5,023        6,592        4,829          852
  Per common share:
    Basic and diluted
      earnings               .16          .21          .16          .03
    Dividends paid          .075         .075         .075         .075
    Stock market price:
      High                32 7/8       24 1/2       24 1/4     23 15/16
      Low                 23 5/8       18 3/8       18 3/8       20 1/4

1996:
  Net sales            $ 152,247    $ 149,645    $ 155,912    $ 151,580
  Gross profit            67,255       69,736       72,857       72,374
  Net income (loss)        8,446      (51,063)      14,038       14,725
  Per common share:
    Basic and diluted
       earnings (loss)       .28        (1.66)         .45          .47
    Dividends paid          .255         .255         .255         .255
    Stock market price:
      High                27 1/4       29 7/8       32 3/8           33
      Low                 21 1/4       20 3/4       23 1/2       29 7/8

</TABLE>

<TABLE>

SELECTED FINANCIAL DATA
(In thousands except per share amounts)

<CAPTION>
                               --------- Year ended December 31 ---------
                              1997       1996      1995     1994      1993
-----------------------------------------------------------------------------
<S>                        <C>       <C>       <C>       <C>       <C>
Net sales                  $ 562,709 $ 609,384 $ 561,617 $ 521,266 $ 519,486
Net income (loss)             17,296   (13,854)   46,017    51,240    52,522
Total assets                 426,186   454,731   474,650   422,283   364,973
Long-term debt               109,358   114,075   114,574   115,226   111,542
Per common share:
  Basic earnings                 .56      (.45)     1.51      1.68      1.62
  Diluted earnings               .56      (.45)     1.50      1.67      1.61
  Cash dividends                 .30      1.02      1.02       .98       .94
Average number of
  shares outstanding:
Basic                    30,971    30,951    30,558    30,517    32,460
Diluted                  31,446    31,647    30,878    30,999    32,881

<FN>

Earnings (loss) per share are calculated based on the weighted average
number of shares outstanding during the quarter. For 1996, that total
of the quarters differs from the earnings (loss) per share shown on
the consolidated statements of operations, which is based on the
weighted average number of shares for the entire year.

The Company's common stock (symbol:JH) is listed on the New York Stock
Exchange. At December 31, 1997 there were 7,139 shareholders of
record.

Refer to Note 2 regarding the impact of restructuring charges in 1997
and 1996.

Refer to Note 3 regarding the impact of acquisitions in 1996 and 1995.
</TABLE>

-F20-
<PAGE>

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

	The John H. Harland Company ("the Company") operates its
business in two segments. The Financial Services segment ("FS")
includes checks, forms and other printed products, database marketing
software, direct marketing campaign management and loan compliance
software sold primarily to financial institutions.

	The Scantron segment represents products and services sold by
the Company's Scantron subsidiary including optical mark reading
equipment, scannable forms, mail order software and maintenance
services. Scantron sells these products and services primarily to the
education market.


Results of Operations 1997 versus 1996

	Consolidated net sales for the year ended December 31, 1997 were
$562.7 million compared to $609.4 million for the year ended December
31, 1996. FS sales totaled $477.5 million and $527.2 million for 1997
and 1996, respectively. FS check order volumes, excluding computer
checks, decreased 3.7% from 1996, and the price and product mix
decreased by 10.0%. The volume decrease is attributable to the loss of
accounts through merger of certain customers into non-customer banks,
partially offset by the addition of a large direct mail check
supplier. The price and product mix decrease is primarily attributable
to lower prices experienced as a result of the level of discounting
occurring in traditional check markets and lower prices associated
with checks sold to a direct mail supplier. Revenue from marketing
services, including database marketing software, decision support and
loan compliance services, was $58.6 million in 1997, an increase of
$4.6 million over 1996. Scantron's sales increased $3.0 million or
3.7% over 1996, due to increases in its core optical mark reading
equipment, and forms and expansion of field maintenance operations.

	Consolidated gross profit decreased by 15.7% and gross margin
decreased from 46.3% in 1996 to 42.3% in 1997. The consolidated gross
margin decrease resulted from a decrease in FS gross margin partially
offset by an increase in Scantron's gross margin. FS gross margin
decreased from 46.5% in 1996 to 40.9% in 1997 due to the decline in
check pricing resulting from discounting and to transition costs
related to plant consolidations and customer service centralization.
Scantron's gross margin increased from 45.3% in 1996 to 50.1% in 1997
principally due to changes in product mix.

	Consolidated selling, general and administrative expenses
increased by $14.3 million due primarily to increased costs related to
restructuring the sales organization, costs of upgrading technology,
and $4.5 million of research and development costs in 1997. These
increases were offset by a $9.4 million reduction in marketing expense
related to the winding down of the Company's direct check operations.
Selling, general and administrative expenses increased as a percentage
of sales from 28.2% in 1996 to 33.1% in 1997.

	Amortization of intangibles decreased by $3.1 million from 1996
compared to 1997 as certain intangible assets were fully amortized,
and certain balances were written down in connection with the
Company's restructuring recorded in 1996.

	Other income (expense) decreased from $7.4 million in 1996 to
$5.2 million in 1997 primarily due to the reduction in interest
expense associated with the repayment of short-term borrowings during
1997 and gains on sales of closed imprint facilities.

	The Company's consolidated effective income tax rate for 1997
was 41.5% compared to 10.5% for 1996. The effective income tax rate of
10.5% in 1996 and the associated benefit was lower because of the
effects of permanent tax differences in 1996 related to the

-F21-
<PAGE>
restructuring charge, non-deductible acquired in-process research and
development charge and non-deductible amortization of intangibles.

	The Company's net income for 1997 was $17.3 million compared to
a net loss of $13.9 million for 1996. Basic and diluted earnings per
share were $.56 in 1997 compared to a loss per share of $.45 in 1996.
Included in the calculation of earnings per share of $.56 were
research and development and restructuring charges, which reduced
earnings per share by approximately $.08 and $.07 per share,
respectively, offset by a gain on the disposal of assets, which
increased earnings per share by approximately $.05. The net loss in
1996 included restructuring charges for plant consolidations and other
strategic decisions related to product development and a charge for
acquired in-process research and development costs. The total pre-tax
impact of these charges in 1996 was $102.1 million or a reduction in
earnings per share of $2.09.


Results of Operations 1996 versus 1995

	Consolidated net sales increased $47.8 million or 8.5%. FS sales
totaled $527.2 million, an increase of 8.8% over 1995. FS check order
volumes, excluding computer checks, increased by 4.8% over 1995,
offset by a price and product mix decrease of 2.9%. The volume
increase is attributable to one-time conversion sales in 1996,
resulting from financial institution mergers, and to the commencement
in August 1996 of a five-year agreement with a direct mail check
supplier. The price and product mix decrease is attributable in part
to that contract. Although the average revenue per unit is lower under
this contract than for sales to financial institutions, the cost of
producing these units is substantially less since order entry and
customer service are provided by the direct mail check supplier.
Computer checks and other printed product revenues increased by 23.1%
as a result of the dataPRINT acquisition in August 1995. Revenue from
marketing services, including database marketing software, decision
support and loan compliance services, was $54 million in 1996, an
increase of 29% over 1995. Scantron's sales increased $4.9 million or
6.4% over 1995 principally due to the acquisition of Quality Computers
& Applications Inc. ("QCA") in July 1995.

	Consolidated gross profit increased by 9.0% and gross margin
increased from 46.1% in 1995 to 46.3% in 1996. FS gross margin
increased from 45.9% in 1995 to 46.5% in 1996 due to lower operating
costs, partially offset by the impact of the loss of highly profitable
financial institution business, primarily through mergers, in late
1995 and in 1996. Scantron's gross margin decreased from 47.6% in 1995
to 45.3% in 1996 reflecting the acquisitions of lower margin
businesses. Consolidated gross margin increased as a result of a
reduction of $10.4 million in depreciation and amortization related to
valuation adjustments to certain assets included in the 1996
restructuring charge.

	Consolidated selling, general and administrative expenses
increased by $10.9 million due primarily to the additional expenses
from acquired operations, including QCA, dataPRINT and OKRA Marketing
Corporation ("OKRA"), and increased corporate expenses related to the
Company's restructuring. These increases were partially offset by
reduced employee benefit costs of $4.6 million related to the merger
of the Company's profit sharing plan into its 401(k) plan and reduced
depreciation and amortization expense of $0.9 million related to the
restructuring charge. Selling, general and administrative expenses
decreased as a percentage of sales from 28.6% in 1995 to 28.2% in
1996.

	During 1996, the Company recognized charges of $94.1 million and
$8.0 million related to restructuring and acquired in-process research
and development, respectively. These charges reflect the Company's
plans for consolidation of operations and other strategic decisions
related to products.

-F22-
<PAGE>

	Amortization of intangibles increased by $1.6 million as a
result of increased goodwill related to acquisitions and contingent
acquisition payments, offset by a reduction in amortization of $2.8
million related to the intangibles written down as part of the
restructuring.

	Other income (expense) increased from a $6.3 million expense in
1995 to a $7.4 million expense in 1996 primarily due to increased
interest resulting from higher average levels of short-term debt in
1996 related to the OKRA acquisition and final contingent payments
associated with the 1994 acquisition of Marketing Profiles, Inc.

	The Company's consolidated effective income tax rate for 1996
was 10.5% compared to 40.2% for 1995. The decrease in the effective
tax rate and the associated tax benefit were primarily due to the
effects of permanent tax differences in the restructuring charge, non-
deductible acquired in-process research and development charge and
non-deductible amortization of intangibles.

	The Company reported a net loss for 1996 of $13.9 million
compared to net income of $46.0 million for 1995. Basic and diluted
loss per share were $.45 in 1996. Basic earnings per share and diluted
earnings per share were $1.51 and $1.50, respectively in 1995. The
restructuring charges in 1996 reduced consolidated basic earnings per
share by approximately $1.83, and the charge for acquired in-process
research and development costs reduced consolidated basic earnings per
share by approximately $.26.


Financial Condition, Capital Resources and Liquidity

	Cash flows provided by operating activities in 1997 were $66.4
million compared to $98.3 million in 1996. The primary uses of funds
in 1997 were for repayment of short-term borrowings, capital
expenditures and dividends paid to shareholders. Purchases of
property, plant and equipment totaled $45.4 million in 1997, compared
to $28.9 million in 1996. Payments made for acquisition of businesses
and for settlements of earnout provisions in previous acquisitions
were $35.0 million in 1996. In January 1997, the Company's board of
directors approved a reduction in the Company's annual dividend on its
common stock from $1.02 to $.30 per share to support long-term growth
through a more strategic use of cash.

	The Company has unsecured lines of credit that provide for
borrowings up to $111.0 million. As of December 31, 1997, the Company
had no outstanding balances under these lines of credit.

	On December 31, 1997, the Company had $9.8 million in cash and
cash equivalents. The Company believes that its current cash position,
funds from operations and the availability of funds under its lines of
credit will be sufficient to meet anticipated requirements for working
capital, dividends, capital expenditures and other corporate needs.
The Company also believes that it possesses sufficient unused debt
capacity and access to debt and equity capital markets to pursue
additional acquisition opportunities.


Outlook

	To improve service quality, reduce costs and increase the
profitability of its check printing business, the Company is
standardizing products and production processes and is consolidating
and restructuring its manufacturing operations. This strategy includes
linking the check printing business with financial institution
customers' marketing programs. The strategy also requires the
development of additional marketing services, which will enhance the
Company's database management capabilities.

-F23-
<PAGE>

	During 1996, the Company announced plans to consolidate its 40
check imprint plants into a network of regional facilities and to
incorporate advanced manufacturing technology and systems into this
network. During 1997, 17 imprint plants and three web plants were
closed. Although the Company has extended its consolidation schedule
to accommodate significant new business in 1998, five imprint plants
and one web facility are scheduled to be consolidated during 1998. The
remaining imprint plants scheduled for consolidation will be closed in
1999.

	To support the business strategies, the Company expects to incur
additional charges, predominantly related to employee severance, of
approximately $9 million in 1998 and $2.5 million in 1999.


Risk Factors And Cautionary Statements

	When used in this Form 10-K and in subsequent filings by the
Company with the Securities and Exchange Commission, in the Company's
press releases and in written or oral statements made by authorized
representatives of the Company, the words or phrases "should result",
"are expected to", "will continue", "will approximate", "is anticipated",
"estimate", "project" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements are necessarily subject
to certain risks and uncertainties, including, but not limited to, those
discussed below that could cause actual results to differ materially from
the Company's historical experience and its present expectations or
projections. Caution should be taken not to place undue reliance on any
such forward-looking statements, which speak only as of the date such
statements are made and which may or may not be based on historical
experiences and/or trends which may or may not continue in the future.
The Company does not undertake and specifically declines any obligation
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances occurring
after the date of such statements or to reflect the occurrence of
unanticipated events.

	Various factors may affect the Company's financial performance,
including, but not limited to, those factors discussed below and could
cause the Company's actual results for future periods to differ from any
opinions, statements or projections expressed with respect thereto. Such
differences could be material and adverse.

	Regarding the rebuilding of the Company's manufacturing
operations, there can be no assurances that the printing plant
consolidation will occur within the projected time frame and that it,
combined with the centralization and outsourcing of customer service,
will result in the anticipated quality improvements or projected costs
savings.  Many variables will impact the ability to improve production
efficiencies and reduce redundant expenses. These include, but are not
limited to, the ability to hire and train employees at the Company's
regional facilities, the development and implementation of new
manufacturing technology and information systems used in the Company's
data entry and production operations and the successful development of
software to enhance call center operations. Further, there can be no
assurance that the Company can reproduce or improve upon historic trends
related to costs or profit margins. Many factors can affect the Company's
ability to improve cost and profitability trends, including, among other
factors, revenue per unit, the ability to secure similar materials prices
and labor rates. Competition among suppliers, restricted supply of
materials, labor and services, and other such factors outside of the
Company's control, may adversely affect prices and may materially impact
the Company's results.

	Several factors outside the Company's control, could negatively
impact check revenue. These include the continuing expansion of
alternative payment systems such as credit cards, debit cards and other
forms of electronic commerce or on-line payment systems. Check revenues
could also be adversely affected by continued consolidation of financial

-F24-
<PAGE>
institutions and competitive check pricing, among other factors. There
can be no assurances that the Company will not lose significant customers
or that any such loss could be offset by the addition of new customers.
Also, there can be no assurance that the Company will experience similar
or higher revenue as achieved in prior years, or that any targets or
projections made relating to check revenues will be achieved.

	While the Company believes substantial growth opportunities exist
in FS, specifically Marketing Services such as Decision Support software
and Direct Marketing, there can be no assurances that the Company will
achieve its growth targets.  There are many variables relating to the
development of the next generation Decision Support software, including
the timing and costs of the development effort, the viability of the
product, product acceptance and competition. Also, no assurance can be
made as to market acceptance and to the potential impact of governmental
regulations on the Company's ability to expand its Direct Marketing
business and meet projected growth targets.

	There can also be no assurance that all or some of the anticipated
cost savings expected from rebuilding the manufacturing operation will
not be offset by increased expenses from other areas or be shared with
the customers in the form of discounted prices. As a result, the full
impact of the cost savings may not be fully reflected in operating
income.

	From time to time, authorized representatives of the Company may
make predictions or forecasts regarding the Company's future results,
including estimated earnings. Any such forecast reflects various
assumptions, which are subject to significant uncertainties, many of
which may prove to be incorrect. Further, the achievement of any forecast
depends on numerous factors, many of which are beyond the Company's
control. As a result, there can be no assurance that the Company's
performance will be consistent with any management forecasts or that the
variation from such forecasts may not be material and adverse.
Accordingly, investors are cautioned not to base their entire analysis of
the Company's business and prospects upon isolated predictions, but
instead are encouraged to utilize the entire available mix of historical
and forward-looking information when evaluating the Company. Further,
there can be no assurance that a review of both historical trends and
predictions will necessarily lead to the same results that may actually
be experienced in the future.

	In addition, authorized representatives of the Company may
occasionally comment on published projections by independent analysts
regarding the Company's future performance. Such comments should not be
interpreted as an endorsement or adoption of any given estimate or range
of estimates, or the assumptions and methodologies upon which such
estimates are based. The Company expressly disclaims any continuing
responsibility to advise analysts or the public markets of its view
regarding the current accuracy of the published estimates of outside
analysts. Persons relying on such estimates should pursue their own
independent investigation and analysis of their accuracy and the
reasonableness of the assumptions on which they are based, and they
should also be aware that actual results could differ from such
estimates.

	Generally speaking, the Company does not make public its own
internal projections or budgets. Undue reliance should not be placed on
any comments regarding the differences between such independent estimates
and the Company's own expectations regarding its future operations.  The
methodologies employed by the Company in arriving at its own internal
projections and the approaches taken by independent analysts in making
their estimates may differ in many significant respects. Although the
Company may presently perceive a given estimate to be reasonable, changes
in the Company's business, market conditions or the general economic
climate may materially impact the results obtained through the use of
differing analyses and assumptions.

-F25-
<PAGE>


New Accounting Standards

	In June 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS 130) and Statement of Financial Accounting
Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" (SFAS 131). SFAS 130 establishes standards for
the reporting and displaying of comprehensive income and its
components (revenues, expenses, gains and losses) in a full set of
general-purpose financial statements. SFAS 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments
in interim financial reports issued to shareholders. The Company will
adopt SFAS 130 and SFAS 131 in 1998. Management does not expect these
new pronouncements to significantly impact the presentation of the
Company's consolidated financial statements.

	The American Institute of Certified Public Accountants recently
issued a Statement of Position, "Software Revenue Recognition." This
Statement is not expected to have a material impact on the Company's
consolidated financial statements.


Year 2000

	The Company uses several application programs written over many
years that use two-digit year fields to define the applicable year,
rather than four-digit year fields. Programs that are time sensitive
may recognize a date using "00" as the year 1900 rather than the year
2000. This misinterpretation of the year could result in incorrect
computation or computer shutdown.

	The Company has identified the systems that could be affected by
the year 2000 issue and is developing an implementation plan to
resolve the issue. The plan contemplates, among other things, the
replacement or modification of existing data processing systems as
necessary. In addition, management is in the process of developing
cost estimates associated with the implementation of the plan. Costs
are not expected to significantly impact the Company's consolidated
financial statements.

	Management believes that with the appropriate modifications, the
Company will be able to operate its time sensitive business through
the turn of the century.

-F26-
<PAGE>

<TABLE>

JOHN H. HARLAND COMPANY AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(In thousands of dollars)
<CAPTION>

____________________________________________________________________________________________

       COLUMN A                     COLUMN B      ---- COLUMN C ----    COLUMN D  COLUMN E

                                                     ADDITIONS
                                    BALANCE    CHARGED TO  CHARGED TO              BALANCE
                                  AT BEGINNING  COSTS AND    OTHER                 AT END
    DESCRIPTION                    OF PERIOD    EXPENSES    ACCOUNTS  DEDUCTIONS  OF PERIOD
                                                              (1)         (2)
____________________________________________________________________________________________

<S>                                <C>          <C>        <C>          <C>       <C>
Year Ended December 31, 1997

 Allowance for doubtful accounts    $ 2,886     $  1,682    $   367      $ 1,594   $ 3,341
                                    =======     ========    =======      =======   =======
Year Ended December 31, 1996

 Allowance for doubtful accounts    $ 2,251     $    737    $ 1,266      $ 1,368   $ 2,886
                                    =======     ========    =======      =======   =======
Year Ended December 31, 1995

 Allowance for doubtful accounts    $ 1,970     $  1,757    $   274      $ 1,750   $ 2,251
                                    =======     ========    =======      =======   =======

<FN>

Notes:

(1) Represents recovery of previously written-off and credit balance accounts receivable.
(2) Represents write-offs of uncollectible accounts receivable.

</TABLE>

-S1-
<PAGE>





EXHIBIT INDEX

 (* indicates document is incorporated by reference)

Exhibit
Desig-
nation               Description
______               ___________

3.1 *   Amended and Restated Articles of Incorporation.
3.2     By-Laws, as amended through January 13, 1998.
4.1     Indenture, as supplemented and amended, relating to 6.75%
        Convertible Subordinated Debentures due 2011 of Scantron
        Corporation (omitted pursuant to Item 601(b)(4)(iii) of
        Regulation S-K; will be furnished to the Commission upon
        request).
4.2 *   Form of Rights Agreement dated as of June 9, 1989, between
        the Registrant and Citizens and Southern Trust Company.
4.3 *   First Amendment dated June 12, 1992 to Rights Agreement dated
        June 9, 1989 between the Company and NationsBank of Georgia
        Inc., N.A., successor to Citizens and Southern Trust Company.
4.4 *   Second Amendment dated July 24, 1992 to Rights Agreement
        dated June 9, 1989 between the Company and Trust Company
        Bank, successor to NationsBank of Georgia Inc., N.A., and to
        Citizens and Southern Trust Company.
4.5 *   Note Agreement dated as of December 1, 1993 between the
        Company and the purchasers listed on Schedule I of the
        agreement, for the issuance and sale of $85,000,000 aggregate
        principal amount of 6.60% Series A Senior Notes Due December
        30, 2008.
4.6     See Articles IV, V and VIII of the Registrant's Amended and
        Restated Articles of Incorporation, filed as Exhibit 3.1, and
        Articles I, V, and VIII of the Registrant's By-Laws, as
        amended, filed as Exhibit 3.2.
10.1 *  Form of Deferred Compensation Agreement between the
        Registrant and Robert R. Woodson.
10.2 *  Form of Monthly Benefit Amendment to Deferred Compensation
        Agreement between the Registrant and Mr. Woodson.
10.3 *  Form of Deferred Compensation Agreement between the
        Registrant and Earl W. Rogers Jr.
10.4 *  Form of Amendment to Deferred Compensation Agreement between
        the Registrant and Messrs. Woodson and Rogers.
10.5 *  Form of Non-Compete and Termination Agreement between the
        Registrant and Messrs. Woodson, and William M. Dollar.
10.6 *  Form of Non-compete and Termination Agreement between the
        Registrant and Joseph M. O'Connell, S. David Passman, Mark C.
        Perlberg, Rogers and John C. Walters.
10.7 *  Form of Executive Life Insurance Plan between the Registrant
        and Messrs. Woodson and Rogers.
10.8 *  John H. Harland Company 1981 Incentive Stock Option  Plan, as
        Extended, as amended.
10.9 *  John H. Harland Company Employee Stock Purchase Plan, as
        amended.
10.10*  John H. Harland Company Deferred Compensation Plan for
        Outside Directors.
21.1    Subsidiaries of the Registrant.
23.1    Consent of Independent Auditors
27.1    Financial Data Schedule for the year ending December 31, 1997
        10-K.
27.2    Financial Data Schedule for the years ending December 31,
        1996 and 1995 10-K.
27.3    Financial Data Schedule for the first, second and third
        quarters of 1997 10-Q.
27.4    Financial Data Schedule for the first, second and third
        quarters of 1996 10-Q.

-X1-