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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-K/A

(MARK ONE)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended January 31, 1999
OR

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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|For the transition period from |  |  |  | to |  |  | .
|------------------------------ |  |  |  | -- |  |  | -
|                               |  |  |  |    |  |  |  

Commission File Number:  0-14082

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MERRILL CORPORATION(Exact name of Registrant as specified in its charter)

|Minnesota                                                                      |  | 41-0946258                          
|------------------------------------------------------------------------------ |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization)                 |  | (I.R.S. Employer Identification No.)
|One Merrill Circle
St. Paul, Minnesota(Address of principal executive offices) |  | 55108(Zip Code)                     

Registrant's
telephone number, including area code:(651) 646-4501

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

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

Common Stock, par value $.01 per share

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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. Yes  No X

As
of April 15, 1999, 15,919,680 shares of Common Stock of the Registrant were outstanding, and the aggregate market value of the Common Stock of the Registrant as of that date
(based upon the last reported sale price of the Common Stock on that date by the Nasdaq National Market) excluding outstanding shares owned beneficially by officers and directors, was approximately
$190,391,201.

DOCUMENTS INCORPORATED BY REFERENCE

|Portions of the Annual Report to Shareholders for the Fiscal Year ending
January 31, 1999 |  | Parts I, II and IV
|----------------------------------------------------------------------------------------- |  | ------------------
|Portions of the Proxy Statement for the 1999 Annual Meeting of Shareholders               |  | Part III          

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to this Report to be
signed on its behalf by the undersigned, thereunto duly authorized on September 30, 1999.

| |  | MERRILL CORPORATION
| |  | -------------------
| |  | By:                
| |  | Its:               

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

|Signature                                         |  | Title                                                                                                     
|------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------
|                                                  |  |                                                                                                           
|/s/JOHN W. CASTROJohn W. Castro                   |  | President and Chief Executive Officer (Principal Executive Officer) and Director                          
|/s/KAY A. BARBERKay A. Barber                     |  | Vice PresidentFinance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|/s/ROBERT F. NIENHOUSERobert F. Nienhouse         |  | Director                                                                                                  
|/s/RICHARD G. LAREAURichard G. Lareau             |  | Director                                                                                                  
|/s/PAUL G. MILLERPaul G. Miller                   |  | Director                                                                                                  
|/s/RICK R. ATTERBURYRick R. Atterbury             |  | Director                                                                                                  
|/s/RONALD N. HOGERonald N. Hoge                   |  | Director                                                                                                  
|/s/JAMES R. CAMPBELLJames R. Campbell             |  | Director                                                                                                  
|/s/FREDERICK W. KANNERFrederick W. Kanner         |  | Director                                                                                                  
|/s/MICHAEL S. SCOTT MORTONMichael S. Scott Morton |  | Director                                                                                                  
|                                                  |  |                                                                                                           



MERRILL CORPORATION
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended January 31, 1999

|Item No. |  | Description                                                                                                                                                                                                                                            |  | Method of Filing                                                                                                                                                                                                                                                                            
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1      |  | Articles of Incorporation                                                                                                                                                                                                                              |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                                                                                                                                                                                                     
|3.2      |  | Amendments to Articles of Incorporation as of June 20, 1986 and March 27, 1987                                                                                                                                                                         |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1987.                                                                                                                                                                                     
|3.3      |  | Restated Bylaws                                                                                                                                                                                                                                        |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1990.                                                                                                                                                                                     
|10.1     |  | Credit Agreement dated as of November 25, 1996 among First Bank, N.A., as Agent and as a Bank, Norwest Bank Minnesota, N.A., and Merrill Corporation                                                                                                   |  | Incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996.                                                                                                                                                                               
|10.2     |  | First Amendment to Credit Agreement dated May 23, 1997 between First Bank National Association, Norwest Bank Minnesota, National Association and Merrill Corporation                                                                                   |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.3     |  | Second Amendment to Credit Agreement dated August 17, 1998 between First Bank National Association, Norwest Bank Minnesota, National Association and Merrill Corporation                                                                               |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.4     |  | Third Amendment to Credit Agreement dated March 24, 1999 between First Bank National Association, Norwest Bank Minnesota, National Association and Merrill Corporation                                                                                 |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.5     |  | Note Purchase Agreement, dated as of October 25, 1996                                                                                                                                                                                                  |  | Incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 1996.                                                                                                                                                                               
|10.6     |  | Loan Agreement, dated as of July 1, 1990 between May Printing Company and Minnesota Agricultural and Economic Development Board, amended as of December 31, 1993                                                                                       |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1994.                                                                                                                                                                                     
|10.7     |  | First Amendment to Loan Agreement dated as of December 31, 1993 between Merrill/May, Inc. and Minnesota Agricultural and Economic Development Board                                                                                                    |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1994 (included with the Loan Agreement, dated as of July 1, 1990 between May Printing Company and Minnesota Agricultural and Economic
Development Board, amended as of December 31, 1993).
|10.8     |  | Second Amendment to Loan Agreement dated as of July 1, 1998 between Merrill/May, Inc. and Minnesota Agricultural and Economic Development Board                                                                                                        |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.9     |  | Bond Purchase Agreement dated June 26, 1998 between Dougherty Summit Securities LLC and Piper Jaffray Inc.                                                                                                                                             |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.10    |  | Guaranty of Loan Obligations of May Printing Company by Merrill Corporation in favor of Minnesota Agricultural and Economic Development Board, dated as of December 31, 1993                                                                           |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1994.                                                                                                                                                                                     
|10.11    |  | Employment Agreement between Rick R. Atterbury and Merrill Corporation, dated as of February 1, 1987, as amended                                                                                                                                       |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1991.                                                                                                                                                                                     
|10.12    |  | First Amendment to Employment Agreement between Rick R. Atterbury and Merrill Corporation, dated as of April 29, 1994                                                                                                                                  |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1994.                                                                                                                                                                                     
|10.13    |  | Second Amendment to Employment Agreement between Rick R. Atterbury and Merrill Corporation, dated as of April 8, 1998                                                                                                                                  |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1998.                                                                                                                                                                                     
|10.14    |  | Employment Agreement between John W. Castro and Merrill Corporation dated as of February 1, 1989                                                                                                                                                       |  | Incorporated by reference to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 1989.                                                                                                                                                                                 
|10.15    |  | Amendment to Employment Agreement between John W. Castro and Merrill Corporation dated as of April 29, 1994                                                                                                                                            |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1994.                                                                                                                                                                                     
|10.16    |  | Second Amendment to Employment Agreement between John W. Castro and Merrill Corporation, dated as of April 8, 1998                                                                                                                                     |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1998.                                                                                                                                                                                     
|10.17    |  | Deferred Compensation Plan for John W. Castro, dated as of March 30, 1998                                                                                                                                                                              |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1998.                                                                                                                                                                                     
|10.18    |  | 1987 Omnibus Stock Plan, as amended                                                                                                                                                                                                                    |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1991.                                                                                                                                                                                     
|10.19    |  | 1993 Incentive Stock Plan, as amended                                                                                                                                                                                                                  |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1997.                                                                                                                                                                                     
|10.20    |  | 1996 Non-Employee Director Plan                                                                                                                                                                                                                        |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1997.                                                                                                                                                                                     
|10.21    |  | 1996 Non-Statutory Stock Option Plan                                                                                                                                                                                                                   |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.22    |  | Option Agreement dated as of July 1, 1991 between Ronald N. Hoge and Merrill Corporation                                                                                                                                                               |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1993.                                                                                                                                                                                     
|10.23    |  | Stock Purchase Loan Program                                                                                                                                                                                                                            |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.24    |  | Stock Option Deferral Program                                                                                                                                                                                                                          |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.25    |  | Form of Letter Agreement effective May 28, 1998 with John W. Castro and Rick R. Atterbury                                                                                                                                                              |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.26    |  | Form of Letter Agreement effective May 28, 1998 with Kay A. Barber, Steven J. Machov and Kathleen A. Larkin                                                                                                                                            |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.27    |  | Stock Purchase Agreement, dated March 28, 1996, by and among Merrill Corporation and the Shareholders of FMC Resource Management Corporation                                                                                                           |  | Incorporated by reference to our Current Report on Form 8-K dated April 15, 1996.                                                                                                                                                                                                           
|10.28    |  | Asset Purchase Agreement dated as of June 11, 1998 among Merrill Acquisition Corporation and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide Scan Services
LLC                       |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.29    |  | First Amendment to Asset Purchase Agreement dated December 18, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide Scan Services
LLC              |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.30    |  | Second Amendment to Asset Purchase Agreement dated effective as of June 11, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide
Scan Services LLC |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.31    |  | Asset Purchase Agreement dated March 11, 1999 among Merrill Daniels, Inc., Daniels Printing, Limited Partnership and all of the partners of Daniels Printing Limited Partnership                                                                       |  | Incorporated by reference to our Current Report on Form 8-K filed on April 29, 1999.                                                                                                                                                                                                        
|10.32    |  | Facilities Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee                                                                                                                |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                                                                                                                                                                                                     
|10.33    |  | Land Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee                                                                                                                      |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                                                                                                                                                                                                     
|10.34    |  | Lease dated as of May 1, 1994 between The Rector, Church-Wardens, and Vestrymen of Trinity Church in the City of New York, as landlord and The Corporate Printing Company, Inc, as lessee, assignor to Merrill/New York Company                        |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1997.                                                                                                                                                                                     
|10.35    |  | Office Lease Agreement dated July 30, 1998 between Beametfed Inc. and Merrill Corporation                                                                                                                                                              |  | Previously filed.                                                                                                                                                                                                                                                                           
|10.36    |  | Agreement of Lease dated January 25, 1995 between East 55th Street Limited Partnership (assignee of The Overton-La Cholla Joint Venture) and Merrill Daniels, Inc. (assignee to Daniels Printing, Limited Partnership)                                 |  | Previously filed.                                                                                                                                                                                                                                                                           
|13.1     |  | Portions of Annual Report to Shareholders                                                                                                                                                                                                              |  | Included with this filing electronically.                                                                                                                                                                                                                                                   
|21.1     |  | Subsidiaries                                                                                                                                                                                                                                           |  | Previously filed.                                                                                                                                                                                                                                                                           
|23.1     |  | Consent of Independent Accountants                                                                                                                                                                                                                     |  | Previously filed.                                                                                                                                                                                                                                                                           
|27.1     |  | Financial Data Schedule for the year ended January 31, 1999                                                                                                                                                                                            |  | Previously filed.                                                                                                                                                                                                                                                                           
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