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                                                                Exhibit 10.4

                       THIRD AMENDMENT TO CREDIT AGREEMENT

    THIS THIRD AMENDMENT, dated as of March 24, 1999, amends and modifies a 
certain Credit Agreement, dated as of November 25, 1996, as amended by 
Amendments dated as of May 23, 1997 and August 17, 1998 (as so amended, the 
"Credit Agreement"), among MERRILL CORPORATION (the "Borrower"), U.S. BANK 
NATIONAL ASSOCIATION, formerly known as First Bank National Association, as 
Agent (the "Agent"), and the banks or financial institutions party thereto, 
which currently consist of U.S. BANK NATIONAL ASSOCIATION and NORWEST BANK 
MINNESOTA, NATIONAL ASSOCIATION (the "Banks"). Terms not otherwise expressly 
defined herein shall have the meanings set forth in the Credit Agreement.

    For VALUE RECEIVED, the Borrower, the Agent and the Banks agree that the 
Credit Agreement is amended as follows.

                   ARTICLE I - AMENDMENTS TO THE CREDIT AGREEMENT

    1.1  DEFINITIONS.

    (a)  The definition of "Commitment" in Section 1.1 is amended to read as 
    follows:

         "COMMITMENT": (i) The maximum unpaid principal amount of the Loans of
    all Banks which may from time to time be outstanding hereunder, being 
    $70,000,000 from and after the effectiveness of the Third Amendment 
    hereof, as the same may be reduced from time to time pursuant to SECTION 
    4.3, or (ii) if so indicated for an individual Bank, the maximum unpaid 
    principal amount of the Loans of such Bank which may from time to time be
    outstanding hereunder, being initially the amounts set forth on the
    signature pages of the Third Amendment hereof or in the relevant 
    Assignment and Assumption Agreement for such Bank, as the same may be
    reduced from time to time pursuant to SECTION 4.3, or (iii) as the context
    may require, the agreement of each Bank to make Loans to the Borrower 
    subject to the terms and conditions of this Agreement up to its 
    Commitment.

    (b)  The definition of "Interest Period" in Section 1.1 is amended by 
    adding the following sentence at the end of such definition:

         "The Borrower shall not select any Interest Period in an amount and
         duration that would require early termination of such Interest Period
         in order to make payments of the Loans required under SECTION 4.1, 
         including without limitation payments due on mandatory reduction of 
         the Commitments."

    (c)  The following new definition is added to Section 1.1 in alphabetical
    order:

         "DANIELS ACQUISITION": The acquisition by the Borrower or a 
    Subsidiary of greater than 50% of the voting stock of Daniels Printing 
    Limited Partnership or of a substantial portion of the assets of Daniels 
    Printing Company. Total consideration, including cash, assumed 
    indebtedness, and contingent obligations, paid in connection with the 
    Daniels Acquisition shall not exceed $58,000,000.

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    1.2  PURPOSE OF LOANS. New Section 2.8 is added after Section 2.7, and 
shall read as follows:

         "Section 2.8 PURPOSE OF THE LOANS. Amounts of the Loans in excess of 
    $40,000,000 shall be used by the Borrower solely to fund the Daniels 
    Acquisition."

    1.3  REPAYMENT. Section 4.1 is amended to read as follows:

         Section 4.1 REPAYMENT. Principal of the Loans in excess of the 
    Commitments at any time, giving effect to all reductions of the 
    Commitment under SECTION 4.3, shall be immediately due and payable. All 
    principal of the Loans, together with all accrued and unpaid interest 
    thereon, shall be due and payable on the Termination Date."

    1.4  REDUCTION OF COMMITMENTS. The title of Section 4.3 is changed to 
"REDUCTION OR TERMINATION OF COMMITMENT", the first paragraph is lettered and 
titled "(a) OPTIONAL REDUCTION OR TERMINATION OF COMMITMENT", and a second 
paragraph is added and shall read as follows:

    "(b) MANDATORY REDUCTION OF COMMITMENT. The Commitments shall be reduced 
    to an amount equal to the remainder of (i) $40,000,000 less (ii) the 
    amount of any prior voluntary reductions of the Commitments under Section 
    4.3(a), upon the first to occur of: (A) September 1, 1999, or (B) the 
    date of receipt by the Borrower of proceeds of issuance of Indebtedness or 
    equities intended to finance the Daniels Acquisition."

    1.5  INVESTMENTS. Section 9.4 is amended by adding a new subsection (h) 
to read as follows:

    "(h) the Daniels Acquisition, provided that it complies with the terms 
    of the definition thereof."

    1.6  CONSOLIDATED AND MERGER; ACQUISITION OF ASSETS AND STOCK. Section 
9.6 is amended by adding the following sentences at the end of such Section:

    "Notwithstanding the foregoing, the Borrower may make the Daniels 
    Acquisition in accordance with the terms of the definition thereof, 
    PROVIDED, that the New Guarantor shall hold the assets acquired in the 
    Daniels Acquisition. Consideration paid in connection with the Daniels 
    Acquisition shall not be counted for purposes of ascertaining compliance 
    with the $15,000,000 test set forth in this Section."

    1.7  CONSOLIDATED TANGIBLE NET WORTH. Section 8.11 is amended by adding 
the following sentence at the end of such Section:

    "Notwithstanding the foregoing, if the Daniels Acquisition shall be 
    consummated: (a) the Borrower will maintain, at the end of each fiscal 
    quarter, its Consolidated Tangible Net Worth at an amount not less than 
    $67,000,000 in lieu of the amount calculated as provided above, and (b) 
    Consolidated Tangible Net Worth of the Borrower will be adjusted for 
    purposes of this Section by adding (to the extent subtracted in 
    calculating Consolidated Tangible Net Worth) goodwill associated with 
    the contingent earn-out

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    provisions related to acquisition of FMC Resource Management Corporation 
    and Merrill/Executech, Inc."

    1.18 NOTES. The Notes shall be replaced by Notes in the form of Exhibit 
AA hereto, which shall constitute the "Notes" for purposes of all references 
in the Credit Agreement.

    1.19 CONSTRUCTION. All references in the Credit Agreement to "this 
Agreement", "herein" and similar references shall be deemed to refer to the 
Credit Agreement as amended by this Amendment.

                  ARTICLE II - REPRESENTATIONS AND WARRANTIES

    To induce the Agent and the Banks to enter into this Amendment and to 
make and maintain the Loans under the Credit Agreement as amended hereby, the 
Borrower hereby warrants and represents to the Agent and the Banks that it is 
duly authorized to execute and deliver this Amendment, and to perform its 
obligations under the Credit Agreement as amended hereby, and that this 
Amendment constitutes the legal, valid and binding obligation of the 
Borrower, enforceable in accordance with its terms.

                      ARTICLE III - CONDITIONS PRECEDENT

    This Amendment shall become effective on the date first set forth above, 
provided, however, that the effectiveness of this Amendment is subject to the 
satisfaction of each of the following conditions precedent:

    3.1  WARRANTIES. Before and after giving effect to this Amendment, the 
representations and warranties in ARTICLE VII of the Credit Agreement shall 
be true and correct as though made on the date hereof, except for changes 
that are permitted by the terms of the Credit Agreement. The execution by the 
Borrower of this Agreement shall be deemed a representation that the Borrower 
has complied with the foregoing condition.

    3.2  DEFAULTS. Before and after giving effect to this Amendment, no 
Default and no Event of Default shall have occurred and be continuing under 
the Credit Agreement. The execution by the Borrower of this Amendment shall 
be deemed a representation that the Borrower has complied with the foregoing 
condition.

    3.3  DOCUMENTS. The Borrower, the Agent and the Banks shall have executed 
and delivered this Amendment, and the Borrower and Guarantors, as applicable, 
shall have executed and delivered the following:

    (a)  NOTES. The Notes in the form of Exhibit AA hereto, payable to the 
    respective Banks.

    (b)  RESOLUTIONS; INCUMBENCY. Certified copies of resolutions of the 
    Board of Directors of the Borrower authorizing or ratifying the 
    execution, delivery and performance, respectively, of this Amendment and 
    the Notes, and a certificate of the Secretary or an Assistant Secretary 
    of the Borrower certifying the names of the officer or officers of the 
    Borrower authorized to sign this Amendment and the Note and other

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    documents provided for in this Amendment, together with a sample of the 
    true signature of each such officer.

    (c)  CERTIFICATE OF INCORPORATION AND BY-LAWS. A certified copy of any 
    amendment or restatement of the Certificate or Articles of Incorporation 
    or the By-laws of the Borrower made or entered following date of the 
    most recent certified copies furnished to the Bank (or a certificate 
    stating that no changes have been made).

    (d)  GUARANTORS' ACKNOWLEDGMENTS. Guarantors' Acknowledgments in the form 
    of those attached hereto.

    (e)  AMENDMENT FEES. The Borrower shall pay an amendment fee in the 
    amount of $40,000 to the Agent for the account of the Banks, to be paid 
    by the Agent in the amount of $20,000 to each of the Banks.

    (f)  NEW SUBSIDIARY. The Borrower's new Subsidiary, Merrill Acquisition 
    Corp., a Minnesota corporation, or such other new Subsidiary as will 
    hold substantially all of the assets acquired in the Daniels 
    Acquisition, shall issue a Guaranty as provided in SECTION 8.14, and 
    shall deliver certified copies of its approval resolution for such 
    guaranty and its incumbency certificate.

    (g)  OPINION OF COUNSEL TO THE BORROWER. An opinion of counsel to the 
    Borrower and Guarantors, addressed to the Banks, in substantially the 
    form of EXHIBIT BB to this Amendment.

                               ARTICLE IV - GENERAL

    4.1  EXPENSES. The Borrower agrees to reimburse the Agent upon demand for 
all reasonable expenses (including reasonable attorneys' fees and legal 
expenses) incurred by this Agent in the preparation, negotiation and 
execution of this Amendment and any other document required to be furnished 
herewith, and in enforcing the obligations of the Borrower hereunder, and to 
pay and save the Agent and the Banks harmless from all liability for, any 
stamp or other taxes which may be payable with respect to the execution or 
delivery of this Amendment and the Notes, which obligations of the Borrower 
shall survive any termination of the Credit Agreement.

    4.2  COUNTERPARTS. This Amendment may be executed in as many counterparts 
as may be deemed necessary or convenient, and by the different parties hereto 
on separate counterparts, each of which, when so executed, shall be deemed an 
original but all such counterparts shall constitute but one and the same 
instrument.

    4.3  SEVERABILITY. Any provision of this Amendment which is prohibited or 
unenforceable in any jurisdiction shall, as to such jurisdiction, be 
ineffective to the extent of such prohibition or unenforceability without 
invalidating the remaining portions hereof or affecting the validity or 
enforceability of such provisions in any other jurisdiction.

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    4.4  LAW. This Amendment shall be a contract made under the laws of the 
State of Minnesota, which laws shall govern all the rights and duties 
hereunder.

    4.5  SUCCESSORS; ENFORCEABILITY. This Amendment shall be binding upon the 
Borrower, the Agent and the Banks and their respective successors and 
assigns, and shall accrue to the benefit of the Borrower, the Agent and the 
Banks and the successors and assigns of the Agent and the Banks. Except as 
hereby amended, the Credit Agreement shall remain in full force and effect 
and is hereby ratified and confirmed in all respects.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
executed at Minneapolis, Minnesota by their respective officers thereunto 
duly authorized as of the date first written above.


                                       MERRILL CORPORATION

                                       By        /s/ Kay A. Barber
                                          -----------------------------------
                                                     Kay A. Barber
                                           Vice President - Finance, Chief 
                                           Financial Officer and Treasurer


                                       By      /s/ Steven J. Machov
                                          -----------------------------------
                                                   Steven J. Machov
                                           Vice President, General Counsel
                                                     and Secretary


                                       U.S. BANK NATIONAL ASSOCIATION,
                                       as Agent and as a Bank

                                       By    /s/ William J. Umscheid
                                          -----------------------------------
                                                 William J. Umscheid
                                                 Vice President

Commitment: $35,000,000
                                       NORWEST BANK MINNESOTA,
                                       NATIONAL ASSOCIATION

                                       By    /s/ Lynn S. Hultstrand
                                          -----------------------------------
                                                 Lynn S. Hultstrand
                                                 Vice President

Commitment: $35,000,000

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