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 29, 1996
OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
      THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ___________ to ___________.

                  Commission file number 0-15214

                        Plasti-Line, Inc.
      (Exact name of registrant as specified in its charter)

        Tennessee                                     62-1218546
(State or other jurisdiction of            (I.R.S. Employer Identification No)
incorporation or organization)


623 E. Emory Road, P.O. Box 59043, Knoxville, Tennessee        37950-9043
     (Address of principal executive offices)                   (Zip code)

Registrant's telephone number, including area code: (423) 938-1511

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

      Title of each class           Name of each exchange on which registered
             None                                     None

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

                  Common Stock, $0.001 par value
                         (Title of class)

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 the  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.     [  ]

Aggregate market value of the voting stock held by  non-affiliates
of the  registrant,  based upon the price of the stock as reported
by  the  National  Association  of  Securities  Dealers  Automated
Quotations System, on March  10, 1997:  $12,913,247.

Number of shares outstanding of each of the registrant's classes
of common stock as of March 29,  1997:   3,806,797 shares.

<PAGE>

               DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for
the fiscal year ended December 29, 1996, and the registrant's
Proxy Statement, dated March 18, 1997, are incorporated by
reference into Parts II and III, respectively,  of this Annual
Report on Form 10-K.

<PAGE>

                              PART I

ITEM 1.  BUSINESS

General

Plasti-Line,  Inc. (the Company) was  incorporated in the state of
Tennessee  in  1984.  As used  herein,  the  Company    refers  to
Plasti-Line,   Inc.  and  its  subsidiaries   unless  the  context
requires  otherwise.  The  Company,  has  been in  business  since
1944,  beginning as a small,  privately owned company. The Company
is an  industry  leader  providing  a  complete  range  of  retail
communication   products   and   services  to   customers  in  the
automotive,  food  service,  petroleum,  financial  services,  and
other retailing  markets.  The Company's  expertise is the design,
manufacture,  installation,  and maintenance of exterior, interior
and on-premise signage and point-of-purchase products,  integrated
by a  systematized  product  management  capability.  The  Company
designs,  engineers  and  manufactures  substantially  all  of its
products in Knoxville,  Tennessee,  Florence,  Kentucky, Columbia,
South Carolina, and Ontario, California.

Products

The Company's  basic sign product is composed of two rigid plastic
faces that are  molded and  decorated  to reflect  the  customer's
name and logo.  These  faces are  mounted  in a steel or  aluminum
frame  and   generally   placed  on  a  steel   column  to  permit
visibility.  Typically,  the signs are  internally  illuminated to
make them  visible  at night.  The sign  faces  range in size from
two square feet to 245 square feet.

The  Company's  products are used by its  customers  primarily for
brand  identification  of their retail  outlets.  For  high-volume
customers in the automotive,  retail and food service markets, and
to a lesser extent for petroleum  customers,  the Company produces
a full  package of signs  used to  identify  a  particular  retail
location  with the corporate  image known to consumers.  A package
may  consist  of many  sign  elements,  including  (i) road  signs
decorated with the  customer's  logo and colors and often built in
a  distinctive  shape;  (ii) high rise  signs  typically  used for
locations  adjacent  to  interstate  highways  or in high  traffic
areas;  (iii)  menuboards  with  changeable  copy  areas and price
mechanisms  to enable fast food  customers  to identify and change
their menus and prices;  (iv) signs  typically  used by  petroleum
customers to provide on-site  advertising of the prices of various
products;  (v) specialty  lighting products that provide accent or
decorative  lighting,  typically  at  fast  food  restaurants  and
gasoline  stations;  and (vi)  illuminated  fascia signage that is
mounted  on  buildings  for  decoration  and  identification.  For
high-volume   customers  in  the  financial  services  market,  in
addition to the basic  signage  products,  the Company  focuses on
all aspects of the customer's  communication  needs, from in-store
merchandising kiosks, to creative ATM surround solutions.

The Company  concentrates on high-volume,  standardized  products,
but also produces  customized  signage as an  accommodation to its
regular   customers.   Custom  signs  typically   require  special
fabrication  techniques and tend to generate low-volume production
runs with longer lead times.

The Company  provides at least a one-year  limited warranty on all
signs for defects in materials and  workmanship,  with the Company
being obligated to repair or replace any defective product.

In addition to production,  the Company offers a complete spectrum
of  sign  services,   including  design,  site  analysis,  graphic
analysis,   installation   and   maintenance.   Working  with  the
customer  or a design  consultant  retained by the  customer,  the
Company  assists in  developing  designs that meet the  customer's
goals.  Upon customer  request,  the Company  coordinates the sign
package  with  local   ordinances  and  regulatory   requirements,
assists  in  determining  where to place  the  signs  for  maximum
visibility  and  assists  in  obtaining   necessary   permits  and
variances.  In cases  where the  Company  has a  contract  for the
installation  of a sign,  the Company  utilizes  the services of a
subcontractor  in the area in which  the sign is to be  installed.
Maintenance service, regular cleaning,  inspection and replacement
of  lights  and other  parts  when  needed  or on a  predetermined
schedule are also provided through local subcontractors.

<PAGE>

Design   Performance   Group,  the  Company's  retail  design  and
merchandising   services   firm,   offers  turnkey  retail  design
solutions with programs that include market research,  graphic and
environmental design, production, and installation.

Customers

The Company,  for  internal  purposes,  separates  its business by
customers   into  the  following   groupings:   automotive,   food
services,  financial services,  petroleum,  merchandising  design,
and  general  retail.  For  its  automotive,  financial  services,
retail,  and  food  services  customers,   the  Company  typically
provides a full range of products and services,  including most or
all of those  described  above.  For the petroleum  industry,  the
Company   typically   manufactures   signs   to   the   customer's
specifications  and ships them for  installation by the customer's
own  subcontractors.  Customer  commitments vary by market segment
and   specific   account.   Commitments   range  from   multi-year
contracts  with firm  prices for all  products  and  services,  to
specific  orders for  specific  quantities  at firm  prices.  From
time to time, the Company is awarded large,  one-time contracts by
customers  who are changing  their name or image.  These  programs
can create concentrated surges in volume.

Principal Customers

Since  1969,   the  Company's   principal   customers   have  been
subsidiaries  of  General  Motors  Corporation  (General  Motors).
General Motors  accounted for  approximately  22% of the Company's
net  sales  in  fiscal  1996.  The  loss of  General  Motors  as a
customer  would have a material  adverse  effect on the Company if
it were unable to compensate  promptly for that loss by generating
new business.

The Company, on February 25, 1997,  announced the signing of a new
contract for the supply of  internally  illuminated  outdoor signs
for the General  Motors  dealership  sign program,  as well as the
administration  of the sign program for over 8,000 car dealerships
in the United  States.  This program  accounted for  approximately
11% of the  Company's  sales in 1996.  The Company  furnishes  all
services  associated  with the  manufacture  and  installation  of
signs  and  replacement  parts  ordered  by  General  Motors.  The
contract is  terminable  on 30 days' notice by General  Motors and
is  non-exclusive;  however,  the  Company  believes  that  it  is
currently  the sole  supplier  for the General  Motors  dealership
sign  program.   Signs  are  supplied  for  new  dealerships,   as
replacements  of signs at existing  dealerships  and in connection
with moves to new locations.  The Company  provides General Motors
with a 10-year  limited  warranty  for  defects in  materials  and
workmanship,  with  the  Company  being  obligated  to  repair  or
replace any defective product.

Additionally,   11%  of  the  Company's  sales  in  1996  were  to
McDonald's Corporation  (McDonald's)  and its  franchises.
The Company is not the sole supplier to this customer.

Marketing

Products  and  services are marketed on a direct basis and through
sales   representatives   throughout   the  United   States.   The
Company's  principal  marketing  focus is on  companies  with many
retail outlets requiring  substantial  numbers of signs. This type
of business  enables the Company to maintain  economic  production
runs,  and  increases the  opportunity  to provide a full range of
services.

Marketing  opportunities  are generated by the construction of new
facilities,    acquisition   of   existing   locations   requiring
re-identification,  addition  of  signage at  existing  locations,
design  of  a  new  image  requiring   re-identification   of  all
facilities and  replacement of parts damaged by storms,  vandalism
and accidents.

The  Company is also  investing  in  improving  the  Research  and
Development   function   in  an   effort  to   develop   marketing
opportunities  and better serve customer  needs.  This  initiative
is focused on  developing a new  generation  of products  that are
distinctive,  customer-focused  and add to our total  offering  of
products.

<PAGE>

Production and Raw Materials

Production  of  the  Company's   products  is  a  labor  intensive
process.   The  typical   sign   consists  of  large   acrylic  or
polycarbonate  faces  mounted  in a  metal  frame  and  internally
illuminated.  The shapes of the faces are formed  using  vacuum or
press  forming  after the face  material has been heated.  Letters
or logos  that are not molded  into the faces are either  glued or
silk-screened on the faces. During the production  process,  signs
move  through the plants on an  overhead  monorail  system.  After
the signs are  manufactured,  they are crated and shipped from the
Company's facilities principally by commercial trucking companies.

The practice of the Company is to start  producing  finished goods
only after  receipt of a firm order from a customer,  although for
customers with long-term  programs,  the Company produces finished
goods  in  anticipation  of  customer  needs.   Credit  terms  are
generally  net 30 days  from the date of  sale.  Occasionally  the
Company  engages  the  services  of  subcontractors   for  special
manufacturing work to assist during peak production periods.

The  Company  designs  and  engineers  its  products  to  customer
specifications.  The Company's  manufacturing  operations  include
machining,  welding,  plastic molding and  fabrication,  painting,
assembly  and   packaging.   The   principal   raw  materials  and
purchased components used in the Company's  manufacturing  process
are steel shapes and sheet, aluminum shapes and sheet,  electrical
components  (wire,  sockets,  ballasts  and lamps) and acrylic and
polycarbonate  sheets.  The  Company  does not  hold any  material
patents or trademarks.

To date,  the Company has  experienced no difficulty in satisfying
its requirements for raw materials and  subcontractor  assistance.
It considers its sources of supply to be adequate.

Competition

The Company defines its principal market as the volume  production
sign  industry.   Competition   varies  depending  on  the  market
segment and the size of the  project.  Larger  projects  require a
more  comprehensive  service capability which limits the number of
competitors.  Smaller,  less  complex  projects  attract  a larger
number of competitors.

Although no  authoritative  ranking of the  Company's  industry is
published,  the Company  believes  that in 1996 it was the leading
supplier of volume  production  signs and related  services in the
United  States.  Most of the Company's  competition  is from other
suppliers, rather than from other products.

Competition  for national  accounts,  the principal  source of the
Company's  business,  is  intense.  The  Company  believes  it has
adequate  financial  resources with which to compete.  In general,
the  Company  believes  that its  products,  contract  conditions,
terms,   and  warranty   provisions  are  consistent   with  those
prevailing  in  the  industry.   The  Company  believes  that  its
principal  advantage is its ability to provide a complete range of
products and services to customers on a competitive basis.

Employees

The  Company  had a  total  of  1,003  full-time  employees  as of
December  29,  1996  of  which  approximately  51.8  percent  were
employed under union contract.

Product Backlog

At December 29, 1996,  booked product  orders  believed to be firm
amounted  to   approximately   $19.0   million  as  compared  with
approximately  $18.3  million at December 31,  1995.  Products are
shipped by the Company against customer delivery schedules,  which
generally   call  for  delivery  one  month  after  the  order  is
placed.  The  Company  believes  that  substantially  all  of  its
product  backlog at December  29, 1996 will be shipped  before the
end of its  current  fiscal  year.  In  addition  to firm  product
backlog,  the  Company  has  open  commitments  from a  number  of
customers   to  supply   products   as   required  to  meet  their
construction  schedules.  At the time  such a  customer  gives the
Company a release  to ship  signs to a  particular  location,  the
Company  includes the  products  covered by the release in backlog
and commences production or ships the items from inventory.

<PAGE>

Seasonality

The  Company's   sales  in  fiscal  1996  exhibited  some  limited
seasonality,  with sales in the first quarter being the lowest and
those in the fourth  quarter  the  highest.  First  quarter  sales
tend to be relatively lower because of weather  constraints  which
slow down customers'  construction  schedules and their pattern of
sign  purchases.  Sales normally  accelerate in the second,  third
and fourth quarters  corresponding with accelerating  construction
schedules.

Executive Officers of the Company

The following table sets forth the names,  ages, present positions
and  business   experience  of  all  Executive   Officers  of  the
Company.  Officers  are  appointed to serve at the pleasure of the
Board.

--------------------------------------------------------------------
        Name         Age Present Position    Business Experience

--------------------------------------------------------------------
--------------------------------------------------------------------
James R. Martin      53  Chairman          Chief Executive  Officer
                         Chief Executive   of  the  Company   since
                         Officer           1992.  He has  been  the
                                           Company's      principal
                                           stockholder        since
                                           1980.   He  also  serves
                                           as a  director  of First
                                           American Corporation,  a
                                           bank holding  company in
                                           Nashville, Tennessee.

--------------------------------------------------------------------
--------------------------------------------------------------------
F. Joseph Brang      57  Vice President -  Joined  the  Company  in
                         Operations        December   1996.   Prior
                                           to joining the  Company,
                                           he   was   the   General
                                           Manager      of     U.S.
                                           Operations   of  Philips
                                           Consumer Electronics Co.

--------------------------------------------------------------------
--------------------------------------------------------------------
John D. Burke        55  Chief Marketing   Joined  the  Company  in
                         Officer           October   1995.  He  has
                         Executive Vice    had significant  general
                         President         management,  sales,  and
                                           marketing     leadership
                                           positions   at   General
                                           Foods, Hershey,  Nestle,
                                           and Young & Rubicam.

--------------------------------------------------------------------
--------------------------------------------------------------------
Mark J. Deuschle     37  Chief Financial   Chief Financial  Officer
                         Officer           since  July   1992.   He
                         Vice President    joined  the  Company  in
                         of Finance        1989      serving     as
                         Treasurer         Corporate     Controller
                         Secretary         and            Assistant
                                           Secretary.   From   1985
                                           until   employment  with
                                           the   Company,   he  was
                                           employed    in   various
                                           capacities     by    FMC
                                           Corporation,           a
                                           diversified
                                           international
                                           manufacturing company.

--------------------------------------------------------------------
--------------------------------------------------------------------
Kathryn Coleman Wood 41  Vice President    Vice  President of Human
                         of Human          Resources  since  August
                         Resources         1994.  From  1988  until
                                           employment    with   the
                                           Company,  she  was  Vice
                                           President    of    Human
                                           Resources    &   Support
                                           Services for CTI,  Inc.,
                                           a    manufacturer     of
                                           medical          imaging
                                           equipment.
--------------------------------------------------------------------

ITEM 2.  PROPERTIES

The Company  owns its  corporate  headquarters  and  manufacturing
space in  Knoxville,  Tennessee  which are housed in two buildings
on 45 acres of land. One building  contains  approximately  23,000
square  feet  of  office  space.   The  other  building   contains
approximately  325,000  square feet of  manufacturing  space.  The
facilities  and equipment in Knoxville  were financed in part with
the proceeds of  industrial  revenue bonds issued on behalf of the
Company and are  collateralized  by mortgages  or liens.  American
Sign  owns  an  office   facility  and   manufacturing   space  in
Florence,  Kentucky  which is  approximately  230,000 square feet.
The  Company  owns  a   manufacturing   and  office   facility  in

<PAGE>

Centerville,  Tennessee,  which is  approximately  170,000  square
feet, at which  operations  ceased  during 1992.  The Company also
rents a manufacturing  and office facility in Ontario,  California
which is  approximately  56,000 square feet,  and a  manufacturing
and  office   facility  in  Columbia,   South  Carolina  which  is
approximately   130,000  square  feet.  The  Company's   equipment
consists primarily of molds,  vacuum forming equipment,  computers
and general office equipment.

ITEM 3.  LEGAL PROCEEDINGS

None.

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

No matters  were  submitted to a vote of  stockholders,  through a
solicitation  of proxies or otherwise,  during the fourth  quarter
of the 1996 fiscal year.

                             PART II


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

This  information is  incorporated  herein by reference to page 30
of the  Company's  1996 Annual  Report to  Stockholders,  which is
attached hereto as Exhibit 13.0.

ITEM 6.  SELECTED FINANCIAL DATA

This  information  is  incorporated  herein by reference to page 3
of the  Company's  1996 Annual  Report to  Stockholders,  which is
attached hereto as Exhibit 13.0.

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

This  information  is  incorporated  herein by  reference to pages
27-28 of the Company's 1996 Annual Report to  Stockholders,  which
is attached hereto as Exhibit 13.0.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This  information  is  incorporated  herein by  reference to pages
13-25 of the Company's 1996 Annual Report to  Stockholders,  which
is attached hereto as Exhibit 13.0.

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

Not applicable.

                             PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Information  required under this Item with respect to Directors is
incorporated  herein by reference  to pages 2-14 of the  Company's
Proxy   Statement   dated  March  18,  1997.   Information   about
Executive  Officers of the Company is included in Item 1 of Part I
of this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information  with  respect  to  this  item  may  be  found  in the
sections  captioned  "Executive  Compensation"  appearing on pages
6-7 of the Company's  Proxy  Statement  dated March 18, 1997. Such
information is incorporated herein by reference.

ITEM 12. SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
         MANAGEMENT

This  information  is  incorporated  herein by  reference to pages
13-14 of the Company's Proxy Statement dated March 18, 1997.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This  information is  incorporated  herein by reference to page 12
of the Company's Proxy Statement dated March 18, 1997.

<PAGE>


                             PART IV


ITEM 14. EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES AND REPORTS ON
         FORM 8-K

14 (a) (1).
         Financial  Statements:  See index to Financial Statements
         and Financial Statement Schedules, page 8.

14 (a) (2).
         Financial  Statement  Schedules:  See Index to  Financial
         Statements and Financial Statement  Schedules, page 8.

14 (a) (3).
         Exhibits:  See Index to Exhibits, page 10.

14 (b)   Reports on Form 8-K:

         None

                            SIGNATURES

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



                        PLASTI-LINE, INC.



                     By: /s/James R. Martin
                         ------------------
                         James R. Martin
                    (Chief Executive Officer)

                     Dated: 3/31/97
                            -------

Each person whose signature  appears below hereby authorizes James
R.   Martin  and  Mark  J.   Deuschle,   and  each  of  them,   as
attorneys-in-fact  and agents,  with full powers of  substitution,
to sign on his or her behalf,  amendments to this Annual Report on
Form 10-K with the  Securities and Exchange  Commission,  granting
to said  attorney-in-fact  and agents full power and  authority to
perform any other act on behalf of the undersigned  required to be
done on the premises.

<PAGE>

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:


Signatures                   Title                 Date


/s/James R. Martin                                3/31/97
James R. Martin         Chief Executive Officer
                        Chairman of the Board


/s/ Mark J. Deuschle                              3/31/97
Mark J. Deuschle        Vice President of Finance
                        Treasurer, Secretary
                        (Principal Financial and
                         Accounting Officer)


Howard L. Clark, Jr.    Director




James G. Hanes, III     Director




James A. Haslam, III    Director



/s/Donald F. Johnstone                            3/24/97
Donald F. Johnstone     Director



/s/J. Hoyle Rymer                                 3/24/97
J. Hoyle Rymer          Director



/s/James F. Smith, Jr.                            3/24/97
James F. Smith, Jr.     Director



/s/H. Mitchell Watson, Jr.                        3/25/97
H. Mitchell Watson, Jr. Director

<PAGE>

                         PLAST-LINE, INC.
                INDEX TO FINANCIAL STATEMENTS AND
                  FINANCIAL STATEMENT SCHEDULES

1. Financial Statements                               Page Reference


                                                  Annual Report to Stockholders

Consolidated statements of operations                         13
  for the years ended December 29, 1996 (1996),
                      December 31, 1995 (1995),
                  and January 1, 1995 (1994),

Consolidated balance sheets at December 29, 1996 (1996)       14
 and December 31, 1995 (1995)

Consolidated statements of stockholders' equity for the       15
 years ended December 29, 1996 (1996), December 31, 1995
 (1995), and January 1, 1995 (1994),

Consolidated statements of cash flow for the years ended      16
   December 29, 1996 (1996), December 31, 1995 (1995), and
   January 1, 1995 (1994),

Notes to consolidated financial statements                 17-25

Report of independent accountants                             26


2. Financial Statement Schedules:                        Form 10-K

Schedules include:

   Schedules omitted - Schedules I, II,  III, IV, and V are
   omitted as not applicable because the required conditions are not present.

<PAGE>

                CONSENT OF INDEPENDENT ACCOUNTANTS


We consent to the  incorporation  by reference in the registration
statement  of  Plasti-Line,  Inc. on Form S-8 of our report  dated
February 18,  1997,  on our audits of the  consolidated  financial
statements and financial  statement schedule of Plasti-Line,  Inc.
as of December 29, 1996 and  December  31,  1995,  and for each of
the three  years in the period  ended  December  29,  1996,  which
report is incorporated by reference in this Form 10-K.

                                          /S/ COOPERS & LYBRAND L.L.P.
                                          COOPERS & LYBRAND L.L.P.

Knoxville, Tennessee
March 26, 1997

<PAGE>

                PLASTI-LINE, INC. AND SUBSIDIARIES
                          EXHIBIT INDEX

Exhibits  marked  with  an  asterisk  are  filed   herewith.   The
remainder  of the  exhibits  have  heretofore  been filed with the
Commission and are incorporated herein by reference.


----------------------------------------------------------------------
 Exhibit                      Description
----------------------------------------------------------------------
----------------------------------------------------------------------
3.1      Amended  and  Restated   Articles  of   Incorporation.
         Incorporated    by   reference   to   the    Company's
         Registration  Statement  33-4316  on  Form  S-1  dated
         March 20, 1986.

----------------------------------------------------------------------
----------------------------------------------------------------------
3.1.1    Articles  of  Amendment   to  Company's   Amended  and
         Restated  Articles of  Incorporation.  Incorporated by
         reference  to  the  Company's  Registration  Statement
         33-4316 on Form S-1 dated March 20, 1986.

----------------------------------------------------------------------
----------------------------------------------------------------------
3.1.2    Articles   of    Amendment    to   the   Articles   of
         Incorporation  of  Plasti-Line,  Inc.  filed April 21,
         1988.  Incorporated  by  reference  to  the  Company's
         10-K for the fiscal year ended  January 1, 1989,  File
         No. 0-15214.

----------------------------------------------------------------------
----------------------------------------------------------------------
3.2      Company's    Bylaws   (as   Amended   and   Restated).
         Incorporated  by reference to the Company's  Form 10-K
         for the fiscal  year ended  January 3, 1993,  File No.
         0-15214.

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----------------------------------------------------------------------
4.2      Loan  Agreement,   dated  November  1,  1989,  between
         Industrial  Development  Board of the  County  of Knox
         and  Plasti-Line,  Inc.  Incorporated  by reference to
         the  Company's  Form 10-K for the  fiscal  year  ended
         December 31, 1989, File No. 0-15214.

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4.3      Indenture  of Trust,  dated  November 1, 1989  between
         Industrial  Development  Board of the  County  of Knox
         and   First   American   National   Bank,   Knoxville,
         Tennessee.    Incorporated   by   reference   to   the
         Company's   Form  10-K  for  the  fiscal   year  ended
         December 31, 1989, File No. 0-15214.

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4.4      Deed of Trust,  Security  Agreement and  Assignment of
         Leases,   dated  as  of   November   1,   1989,   from
         Plasti-Line,   Inc.  (the  "Borrower")  to  Joseph  P.
         Congleton  (the  "trustee"),  for the benefit of First
         American   National   Bank,   Knoxville,    Tennessee.
         Incorporated  by reference to the Company's  Form 10-K
         for the fiscal year ended December 31, 1989,  File No.
         0-15214.

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4.5      Pledge and Security Agreement,  dated November 1, 1989
         between Plasti-Line,  Inc. and First American National
         Bank,    Knoxville,    Tennessee.    Incorporated   by
         reference  to the  Company's  Form 10-K for the fiscal
         year ended December 31, 1989, File No. 0-15214.

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4.6      Reimbursement   Agreement,   dated  November  1,  1989
         between Plasti-Line,  Inc. and First American National
         Bank,    Knoxville,    Tennessee.    Incorporated   by
         reference  to the  Company's  Form 10-K for the fiscal
         year ended December 31, 1989, File No. 0-15214.

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10.5 (1) Plasti-Line,  Inc.  Employee's  Health Plan dated July
         1, 1991.  Incorporated  by reference to the  Company's
         Form  10-K for the  fiscal  year  ended  December  29,
         1991, File No. 0-15214.


<PAGE>

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 Exhibit                      Description
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10.8 (1) Form    of    Deferred     Compensation     Agreement.
         Incorporated    by   reference   to   the    Company's
         Registration  Statement  33-4316  on  Form  S-1  dated
         March 20, 1986.

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10.9 (1) Health Care Plan Trust  Agreement  dated  December 15,
         1982.  Incorporated  by  reference  to  the  Company's
         Registration  Statement  33-4316  on  Form  S-1  dated
         March 20, 1986.

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10.10 (1)Supplemental  Medical Plan.  Incorporated by reference
         to the  Company's  Registration  Statement  33-4316 on
         Form S-1 dated March 20, 1986.

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10.14    Agreement  between  Company  and  Local  Union No 555,
         Sheet Metal Workers  International  Association  dated
         February 4, 1995.  Incorporated  by  reference  to the
         Company's  Form 10-K for the fiscal year ended January
         1, 1995, File No. 0-15214.

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10.26    Amended  and  Restated   Retirement   and   Disability
         Program for  Plasti-Line,  Inc.  effective  January 1,
         1989.  Incorporated  by  reference  to  the  Company's
         Form  10-K for the  fiscal  year  ended  December  31,
         1989, File No. 0-15214.

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10.27    Amendment  Number 1,  effective  February 3, 1990,  to
         the Retirement  and  Disability  Program dated January
         1, 1989.  Incorporated  by reference to the  Company's
         Form  10-K for the  fiscal  year  ended  December  30,
         1990, File No. 0-15214.

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10.33    Labor  Agreement  between  American  Sign &  Marketing
         Services,  Inc.  and  the  American  Sign &  Marketing
         Services,  Inc.,  Independent Union dated December 31,
         1995.

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10.38    Plasti-Line,  Inc./Sheet Metal Workers Local Union 555
         Retirement Savings Plan & Trust dated January 1, 1996.

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10.39*   Amended  and   Restated   Credit   Agreement   between
         Plasti-Line,  Inc. and Suntrust Bank,  East Tennessee,
         N.A. dated April 30, 1996

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10.40*   First  Modification   Agreement  between  Plasti-Line,
         Inc. and Suntrust  Bank,  East  Tennessee,  N.A. dated
         July 22, 1996

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10.41*   Amended and  Restated  Revolving  Credit Note  between
         Plasti-Line,  Inc. and Suntrust Bank,  East Tennessee,
         N.A. dated April 30, 1996

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10.42*   Amended  and  Restated   Security   Agreement  between
         Plasti-Line,  Inc. and Suntrust Bank,  East Tennessee,
         N.A. dated April 30, 1996

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10.43*   Supply  Agreement  between GM-DI  Leasing  Corporation
         and Plasti-Line, Inc. dated February 24, 1997

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13.0*    1996  Annual Report to Stockholders.

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21.0     Plasti-Line,   Inc.   Subsidiaries.   Incorporated  by
         reference  to  the  Company's  Registration  Statement
         33-4316 on Form S-1 dated March 20, 1986.

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23.0*    Consent of Experts
         Consent of Coopers & Lybrand filed herewith

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24.0*    Power of Attorney  (contained on the signature page of
         this annual report).

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<PAGE>

Exhibit                      Description
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27.0*    Financial date schedule (for SEC use only)
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(1)   Plans   and   arrangements    where    executives    receive
compensation.