<PAGE>
 

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934


For quarter ended October 31, 1996              Commission file number 0-12204

                           GRAPHIC INDUSTRIES, INC.
            (Exact name of registrant as specified in its charter)


          GEORGIA                                             58-1101633
(State or other jurisdiction of                            (I.R.S. Employer
incorporation of organization)                            Identification No.)


2155 Monroe Drive, N.E., Atlanta, Georgia                         30324
(Address of principal executive offices)                       (Zip Code)


       Registrant's Telephone Number, Including Area Code (404) 874-3327

                                NOT APPLICABLE
Former name, former address and former fiscal year, if changed since last report

    Title of each Class                Shares Outstanding as of October 31, 1996
    -------------------                -----------------------------------------
COMMON STOCK, $.10 PAR VALUE                          7,220,435
CLASS B COMMON STOCK, $.10 PAR VALUE                  4,518,817

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 TWELVE MONTHS (OR SUCH SHORTER PERIODS 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
                              -----                ----


<PAGE>
 
                           GRAPHIC INDUSTRIES, INC.
                           ------------------------


                                     INDEX
                                     -----


PART I - FINANCIAL INFORMATION                  PAGE NUMBER
------------------------------                  -----------

Item 1. - Financial Statements (Unaudited)

     Condensed Consolidated Statements of             1
     Income - three months ended October 31,
     1996 and October 31, 1995 - nine months
     ended October 31, 1996 and October 31, 1995
 
     Condensed Consolidated Balance Sheets -        2-3
     October 31, 1996 and January 31, 1996
 
     Condensed Consolidated Statements of             4
     Cash Flows - nine months ended October
     31, 1996 and October 31, 1995
 
     Notes to Condensed Consolidated Financial      5-6
     Statements - October 31, 1996


Item 2. - Management's Discussion and Analysis     7-10
          of Financial Condition and Results of
          Operations
 
 
PART II - OTHER INFORMATION
---------------------------
 
Item l.    Legal Proceedings                         11
     2.    Changes in Securities                     11
     3.    Defaults upon Senior Securities           11
     4.    Submission of Matters to a Vote of        11
           Security Holders
     5.    Other Information                         11
     6.    Exhibits and Reports on Form 8-K          11
 

SIGNATURES                                           12
 
<PAGE>
 
                        PART I - FINANCIAL INFORMATION
                         ITEM 1 - FINANCIAL STATEMENTS

                   GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                            THREE MONTHS ENDED             NINE MONTHS ENDED     
                                                OCTOBER 31,                    OCTOBER 31,        
                                       ----------------------------   --------------------------  
                                           1996            1995            1996          1995      
                                       ------------     -----------   ------------  ------------  
<S>                                    <C>           <C>              <C>            <C>          
 
Net Sales                               $111,233,906   $105,614,827   $326,263,997  $308,421,764
 
Cost of Sales                             83,559,109     80,536,057    245,210,368   234,309,846
                                        ------------   ------------   ------------  ------------
                                          27,674,797     25,078,770     81,053,629    74,111,918
Selling,
  general and
  administrative
  expenses                                19,682,228     18,244,274     59,293,069    54,250,251
 
Restructuring
  charge                                          -              -       9,000,000            -
 
Interest and
  other income-net                           472,123        612,912      2,129,593     1,509,224
 
Interest expense                           2,643,784      2,970,774      8,062,064     8,738,663
                                        ------------   ------------   ------------  ------------
Income before
  income taxes                             5,820,908      4,476,634      6,828,089    12,632,228
 
Income taxes                               2,328,000      1,791,000      3,358,000     5,053,000
                                        ------------   ------------   ------------  ------------
 
 
Net income                               $ 3,492,908    $ 2,685,634    $ 3,470,089   $ 7,579,228
                                        ============   ============   ============  ============
 
Net income per
  common share:
 
    Primary                                 $  .30        $  .25         $  .30        $  .71
                                            ======        ======         ======        ======
    Fully diluted                           $  .29        $  .24         $  .30        $  .69
                                            ======        ======         ======        ======
 
Dividends declared:
  Common Stock                              $.0175        $.0175         $.0525        $.0525
                                            ======        ======         ======        ======
  Class B Common
    Stock                                   $.0125        $.0125         $.0375        $.0375
                                            ======        ======         ======        ======

</TABLE>
See notes to condensed consolidated financial statements.

                                      -1-
<PAGE>
 
                   GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE> 
<CAPTION> 

                                           OCTOBER 31,   JANUARY 31,      
                                               1996         1996          
                                          ------------  -------------     
                                           (Unaudited)                    
A S S E T S                                                               
-----------                                                               
<S>                                       <C>           <C>               
                                                                          
Current Assets                                                            
 Cash and marketable securities           $ 29,186,965  $ 34,507,981      
 Trade accounts receivable                  80,079,985    73,807,212      
 Inventories:                                                             
  Materials                                  9,548,005    11,695,824      
  Work in process                           23,946,328    18,593,850      
                                          ------------  ------------      
                                            33,494,333    30,289,674      
                                                                          
 Prepaid expenses and other                                               
  current assets                             4,092,372     3,871,083      
                                          ------------  ------------      
                                                                          
   Total Current Assets                    146,853,655   142,475,950      
                                                                          
Other Assets                                 4,955,017     5,243,584      
                                                                          
Property, Plant and Equipment                                             
 Land                                        8,514,866     8,414,866      
 Buildings and improvements                 41,549,531    39,693,622      
 Machinery and equipment                   162,316,518   157,372,381      
                                          ------------  ------------      
                                           212,380,915   205,480,869      
                                                                          
 Less accumulated depreciation              88,469,503    83,041,109      
                                          ------------  ------------      
                                           123,911,412   122,439,760      
                                          ------------  ------------      
                                                                          
Goodwill-net                                16,460,506    16,343,418      
                                          ------------  ------------      
                                          $292,180,590  $286,502,712      
                                          ============  ============       
</TABLE>





See notes to condensed consolidated financial statements.



                                      -2-
<PAGE>
 
                   GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE> 
<CAPTION> 
                                                           OCTOBER 31,     JANUARY 31, 
                                                              1996            1996     
                                                          ------------    ------------ 
                                                          (Unaudited)                   
<S>                                                      <C>               <C>                
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
 Notes payable                                           $ 20,994,454       $16,917,239       
 Accounts payable                                          19,913,636        19,930,381       
 Other current liabilities                                 18,538,763        17,948,371       
 Current portion of long-term                                                                 
  obligations                                               3,077,809         3,609,760       
                                                         ------------       -----------       
   Total Current Liabilities                               62,524,662        58,405,751       
                                                                                              
Long-Term Obligations, less                                                                   
 current portion                                           95,307,925        97,651,125       
                                                                                              
Deferred Income Taxes                                      15,517,259        16,043,672       
                                                                                              
7% Convertible Subordinated                                                                   
 Debentures                                                20,787,000        20,787,000       
                                                                                              
Shareholders' Equity                                                                          
 Preferred Stock, no par value;                                                               
  authorized 500,000                                                                          
  shares; none issued                                             -0-               -0-       
 Common Stock, $.l0 par value;                                                                
  authorized 20,000,000 shares;                                                               
  issued 7,220,435 at October 31,                                                             
  1996 and 7,104,250 at January                                                               
  31, 1996, including treasury shares                                                         
  of 43,705 at October 31, 1996                                                               
  and 95,791 at January 31, 1996                              722,044           710,425       
 Common Stock, Class B, $.l0 par                                                              
  value; authorized l0,000,000                                                                
  shares; issued 4,518,817 at                                                                 
  October 31, 1996 and 4,519,117                                                              
  at January 31, 1996                                         451,882           451,912       
                                                                                              
 Additional paid-in capital                                18,352,857        17,182,567       
 Retained earnings                                         78,944,790        76,229,748       
                                                         ------------      ------------       
                                                           98,043,744        94,574,652
Less treasury stock at cost                                  (427,829)         (959,488)      
                                                         ------------      ------------  
                                                           98,043,744        93,615,164      
                                                         ------------      ------------      
                                                         $292,180,590      $286,502,712                        
                                                         ============      ============  
                                                                                                               
                                                                                        
</TABLE>

See notes to condensed consolidated financial statements.

                                      -3-
<PAGE>
 
                   GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                             NINE MONTHS ENDED OCTOBER 31,               
                                                           --------------------------------              
                                                                1996               1995                  
                                                           --------------     -------------              
                                                                                                         
<S>                                                        <C>                <C>                        
OPERATING ACTIVITIES                                                                                     
Net income                                                 $  3,470,089       $  7,579,228               
Restructuring charge, net of tax benefit                     (2,016,611)                 -               
Depreciation and amortization                                14,233,694         12,254,284               
Net loss (gain) on sale of property, plant                                                               
 and equipment and investments                                1,103,283           (295,940)              
Provision for deferred taxes                                    316,575            252,650               
Changes in operating assets and liabilities                  (7,250,903)       (20,975,321)              
                                                           ------------       ------------               
Net cash provided by (used in) operating activities           9,856,127         (1,185,099)              
                                                                                                         
INVESTING ACTIVITIES                                                                                     
Additions to property, plant and equipment                  (18,762,466)       (19,599,452)              
Proceeds from sale of property, plant and                                                                
 equipment                                                    4,022,208          3,602,141               
Assets of acquired businesses, net of cash                                                               
 acquired                                                    (1,458,801)            97,397               
Net purchase of marketable securities                        (3,616,894)          (423,497)              
Other investing activities                                     (128,588)         6,279,377               
                                                           ------------       ------------               
Net cash used in investing activities                       (19,944,541)       (10,044,034)              
                                                                                                         
FINANCING ACTIVITIES                                                                                     
Borrowings on long-term obligations                                   -          7,028,482               
Payments on long-term obligations                            (2,880,697)        (9,914,401)              
Net borrowings on notes payable                               4,077,215          7,923,801               
Dividends                                                      (544,307)          (496,002)              
Other financing activities                                      560,367            299,966               
                                                           ------------       ------------               
Net cash provided by financing activities                     1,212,578          4,841,846               
                                                           ------------       ------------               
                                                                                                         
Net decrease in cash and cash equivalents                    (8,875,836)        (6,387,287)              
                                                                                                         
Cash and cash equivalents at beginning of period             14,476,139          6,617,595               
                                                           ------------       ------------               
Cash and cash equivalents at end of period                 $  5,600,303       $    230,308               
                                                           ============       ============                
</TABLE>





See notes to condensed consolidated financial statements.



                                      -4-
<PAGE>
 
                   GRAPHIC INDUSTRIES, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                OCTOBER 31, 1996


NOTE A--BASIS OF PRESENTATION

The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information not misleading.  These financial statements should be read
in conjunction with the financial statements and related notes contained in the
1996 Annual Report on Form 10-K.  In the opinion of Management, the financial
statements contain all adjustments of a normal recurring nature necessary to
present fairly the financial position as of October 31, 1996 and the results of
the operations and cash flows for the three months and nine months then ended.
The results of operations for the nine months ended October 31, 1996 are not
necessarily indicative of the results to be expected for the year ending January
31, 1997.


NOTE B--MARKETABLE SECURITIES

The Company determines the appropriate classification of securities at the time
of purchase and reevaluates such securities at each balance sheet date.  At
October 31, 1996, all marketable securities were classified as "available for
sale" and, therefore, were carried at fair value, with the difference between
cost and fair value, net of tax, reported as a component of retained earnings.
At October 31, 1996, this difference was an unrealized loss of $551,061 net of
income taxes of $379,260.  This difference was due to the effect of changes in
market interest rates on the fair value of these securities.


NOTE C--NET INCOME PER COMMON SHARE

Primary earnings per share are computed based on the weighted average number of
common shares outstanding during the period.  Fully diluted earnings per share
are based on the weighted average number of shares outstanding and, when
dilutive, assumed conversion of convertible securities during the period, after
appropriate adjustments for interest and applicable income tax effect.



                                      -5-
<PAGE>
 
NOTE D--RESTRUCTURING CHARGE

On May 14, 1996 the Company announced an agreement in principle for the sale of
its direct-mail subsidiary, Graphic Direct, Inc.-Illinois ("GDI") and the
closing of a commercial printing subsidiary, The Stein Printing Company, Inc.
("SPC").  On May 31, 1996, the sale of certain assets of GDI was concluded.  In
connection with these actions, the Company recorded in its first quarter ended
April 30, 1996, a one-time pre-tax restructuring charge of $9,000,000.  The
after-tax effect of the charge was $6,026,500 or equivalent to $0.52 per common
share.  The charge primarily covers the costs of liquidating and disposing of
certain assets, the write-off of intangible assets, and a provision for certain
expenses, including severance pay and future lease obligations.

The composition of the Company's restructuring reserves as of October 31, 1996
is as follows:
<TABLE>
<CAPTION>
 
                                           Writedown                  Restructuring
                             Original      of Assets                   Reserves as
                           Restructuring    to Fair         Cash      of October 31,
                              Reserve        Value        Payments         1996
                           -------------  ------------  ------------  --------------
<S>                        <C>            <C>           <C>           <C>
Restructuring loss on
  writedown of current
  assets..............      $1,633,665    $(1,633,665)            -     $       -
 
Restructuring loss on
  writedown of property
  and equipment and
  other assets........       2,516,688     (2,516,688)            -             -
 
Restructuring expendi-
  tures to close
  facilities..........       4,161,018             -     $(2,936,828)    1,224,190
 
Impairment loss on
  intangible assets......      688,629       (688,629)            -              -
                            ----------    -----------    -----------    ----------
 
Total restructuring
  reserves...............   $9,000,000    $(4,838,982)  $(2,936,828)    $1,224,190
                                          ===========   ===========     ==========
</TABLE>

For the three months ended October 31, 1995, the combined results for GDI and
SPC were net sales of $6,952,777 and pre-tax loss of $(390,123).  For the three
months ended October 31, 1996, the combined results were net sales of $0.  For
the nine months ended October 31, 1995, the combined results were net sales of
$23,746,058 and pre-tax loss of $(1,143,821).  For the nine months ended October
31, 1996 the combined results were net sales of $8,740,440.  Operating results
for the three and nine month periods ended October 31, 1996 are not comparable
to the prior periods because certain amounts were provided for in the
restructuring charge.



                                      -6-
<PAGE>
 
                                   ITEM 2
                                   ------

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    ---------------------------------------
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                 ---------------------------------------------


The following table sets forth items from the Condensed    Consolidated
Statements of Income as a percentage of net sales for the indicated periods.
<TABLE>
<CAPTION>
 
                                      THREE MONTHS ENDED    NINE MONTHS ENDED
                                          OCTOBER 31           OCTOBER 31
                                      ------------------   ------------------
                                        1996     1995       1996      1995
                                      ------------------   ------------------
<S>                                   <C>       <C>       <C>        <C>
 
Net sales                              100.0%   100.0%     100.0%     100.0% 
Cost of sales                           75.1     76.3       75.2       76.0  
Selling, general and                                                         
  administrative expenses               17.7     17.3       18.2       17.6  
Restructuring charge                      -         -        2.7          -  
Interest and other income-net            0.4      0.6        0.7        0.5             
Interest expense                         2.4      2.8        2.5        2.8  
                                        ----     ----      -----      -----  
Income before income taxes               5.2      4.2        2.1        4.1  
Provision for income taxes               2.1      1.7        1.0        1.6  
                                        ----     ----      -----      -----  
Net income                               3.1%     2.5%       1.1%       2.5% 
                                        ====     ====      =====      =====   
 
</TABLE>
RESULTS OF OPERATIONS

General.  As of September 29, 1995 the Company acquired Carpenter Reserve
--------                                                                 
Printing Company ("CRPC"), a commercial printing company in Cleveland, Ohio.
The acquisition was financed through the issuance of 246,154 shares of the
Company's Common Stock valued at $2,500,000.  On April 18, 1996, the Company
issued an additional 37,770 shares of Common Stock valued at $383,591 as a final
adjustment to the purchase price of CRPC.

As of November 1, 1995 the Company acquired Quadras, Inc. ("Quadras"), a
creative design agency in Atlanta, Georgia.  The acquisition was financed
through the issuance of 306,612 shares of the Company's Common Stock valued at
$3,000,000.  On June 10, 1996, the Company issued an additional 6,680 shares of
Common Stock valued at $65,359 as a final adjustment to the purchase price of
Quadras.

As of December 1, 1995 Monroe Litho, Inc. ("Monroe"), Rochester, New York, a
subsidiary of the Company, acquired the Graphic Operations Department of Bausch
& Lomb, Incorporated for $2,839,000 in cash and subsequently merged the
operation into its facility.



                                      -7-
<PAGE>
 
As of May 31, 1996 Mercury Printing Company, Inc. ("Mercury"), Memphis,
Tennessee, a subsidiary of the Company, acquired The Wimmer Companies, Inc., a
printer and publisher of cookbooks in Memphis, Tennessee.  The acquisition was
financed through the issuance of 53,830 shares of the Company's Common Stock
valued at $583,376 and cash payments amounting to $1,042,281 to retire certain
debt obligations.

As of April 30, 1996 the Company recorded a one-time pre-tax restructuring
charge of $9,000,000.  The after-tax effect of the charge was $6,026,500.  The
charge is discussed in Note D of the Notes to Condensed Consolidated Financial
Statements.  Excluding the one-time charge, net income for the nine months ended
October 31, 1996 was $9,496,589 or $0.82 per share, an increase of 25.3% versus
last year.

NET SALES.  Net sales, for the three months ended October 31, 1996, increased
----------                                                                   
approximately $5.6 million or 5.3% as compared to the same period last year.  Of
this increase, approximately 4.6% was attributable to the net sales of the
acquisitions discussed above in the General section.  Excluding the sales of the
acquired businesses and of the subsidiaries affected by the restructuring, net
sales of the remaining operations increased by approximately 8.1%.  Net sales,
for the nine months ended October 31, 1996, increased approximately $17.8
million or 5.8% as compared to the same period last year.  Of this increase,
approximately 5.3% was attributable to the net sales of the acquisitions
discussed above in the General section.  Excluding the sales of the acquired
businesses and of the subsidiaries affected by the restructuring, net sales of
the remaining operations increased by approximately 6.2% for the nine months
ended October 31, 1996.  In the prior year, sales were affected by the pass
through to revenues of the significant increase in paper prices.  In the current
fiscal year, paper prices have stabilized and it is therefore difficult to make
complete year to year comparisons.

COST OF SALES.  Cost of sales, as a percentage of sales, decreased 1.2%, for the
--------------                                                                  
three months ended October 31, 1996 and 0.8% for the nine months ended October
31, 1996, as compared to the same periods last year.  The improvement in both
periods resulted from the stabilization of paper prices which has allowed our
companies to more fully recover these costs in their pricing.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
---------------------------------------------                      
administrative expenses increased 0.4%, for the three months ended October 31,
1996 and 0.6% for the nine months ended October 31, 1996, as compared to the
same periods last year.  The increase is due primarily to higher sales costs
resulting from adding new sales personnel and to a higher level of business
activity.

RESTRUCTURING CHARGE.  See Note D of the Notes to Condensed Consolidated
---------------------                                                   
Financial Statements.


                                      -8-
<PAGE>
 
INTEREST AND OTHER INCOME-NET.  Interest and other income-net, as a percentage
------------------------------                                                
of sales, decreased 0.2% for the three months ended October 31, 1996, as
compared to the same period last year.  The decrease is due to lower rental
income.  Interest and other income-net, as a percentage of sales, increased 0.2%
for the nine months ended October 31, 1996, as compared to the same period last
year.  The increase is due primarily to an increase in investment income this
year.

INTEREST EXPENSE.  Interest expense, as a percentage of sales, decreased 0.4%
-----------------                                                            
for the three months ended October 31, 1996 and 0.3% for the nine months ended
October 31, 1996, as compared to the same periods last year.  This decrease is
the result of lower borrowing costs due to the refinancing of substantially all
floating rate obligations in December 1995, partially offset by higher average
borrowings compared to the same periods last year.

INCOME TAXES.  The effective income tax rate was 40.0% for the three months
-------------                                                              
ended October 31, 1996 and October 31, 1995.  The effective tax rate for the
nine months ended October 31, 1996 was 49.2%.  The high tax rate for the nine
months ended October 31, 1996 was due to the restructuring charge booked at
April 30, 1996 and discussed in Note D of the Notes to Condensed Consolidated
Financial Statements.  A portion of the restructuring charge related to the
write-off of intangible assets for which there is no tax benefit.  The effective
income tax rate without the restructuring charge was 40.0% for the nine months
ended October 31, 1996.  The effective tax rate for the nine months ended
October 31, 1995 was 40.0%.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

At October 31, 1996, the Company had approximately $84.3 million in working
capital as compared to approximately $52.8 million at October 31, 1995.  Capital
expenditures for property, plant and equipment were approximately $18.8 million
during the nine months ended October 31, 1996.

The Company's capital expenditures have been financed by funds from operations,
from additional borrowings and from use of cash and cash equivalents during the
first nine months.

The Company believes that existing working capital, including a cash and
marketable securities balance of approximately $29.2 million at October 31,
1996, funds provided from operations, undrawn bank lines and additional bank
financing will be adequate to satisfy the Company's presently anticipated needs
for working capital and capital expenditures, including possible future
acquisitions.




                                      -9-
<PAGE>
 
IMPACT OF INFLATION
-------------------

The Company has experienced increases in the costs of materials, labor,
equipment and machinery as well as other operating expenses.  Its ability to
pass on such increased costs through increased prices has been affected
differently in different time periods; however, the Company has generally been
able to mitigate cost increases by increasing its production efficiencies or by
passing on increased costs to customers.

SUBSEQUENT EVENT
----------------

As of November 1, 1996 the Company acquired Presstar Printing Corporation
("PPC"), a commercial printing company located in Silver Spring, Maryland
serving the Baltimore, Maryland and Washington, DC market areas.  The
acquisition was financed through the issuance of 102,059 shares of the Company's
Common Stock valued at $875,136 and cash payments amounting to $5,531,078 to
retire certain debt obligations.



                                      -10-
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------



ITEM ONE - LEGAL PROCEEDINGS
----------------------------

     At October 31, 1996, there were no material pending legal proceedings to
     which the Company was a party or to which any of its property was the
     subject.

ITEM TWO - CHANGES IN SECURITIES
--------------------------------

     None

ITEM THREE - DEFAULTS UPON SENIOR SECURITIES
--------------------------------------------

     None

ITEM FOUR - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------------------

     None

ITEM FIVE - OTHER INFORMATION
-----------------------------

     None

ITEM SIX - EXHIBITS AND REPORTS ON  FORM 8-K
--------------------------------------------

     Exhibit 11 - Statement Regarding Computation of Earnings Per
                  Share.
 
     Reports on Form 8-K - A Form 8-K was filed September 23, 1996, with respect
     to Mark C. Pope, IV's resignation as President of Graphic Industries, Inc.
     as of September 13, 1996 and his resignation as a Director of Graphic
     Industries, Inc. as of September 16, 1996.



                                      -11-
<PAGE>
 
                                   SIGNATURES
                                   ----------



     Pursuant to the requirements 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.



                                      GRAPHIC INDUSTRIES, INC.
                              ----------------------------------------
 



DATE: December 12, 1996
      -----------------




                              /s/ Mark C. Pope III
                             ----------------------------------------
                             Mark C. Pope III
                             Chairman and Chief Executive Officer



DATE: December 12, 1996
      -----------------



                             /s/ David S. Fraser
                             ----------------------------------------
                             David S. Fraser
                             Chief Financial Officer and Treasurer



                                      -12-