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                                                                   Exhibit 10.35

                          AMENDMENT TO CREDIT AGREEMENT

         MULTI-COLOR CORPORATION, an Ohio corporation (the "Company"),
MCC-BATAVIA, LLC, an Ohio limited liability company ("MCC-Batavia"),
MCC-UNIFLEX, LLC, an Ohio limited liability company ("MCC-Uniflex" and together
with MCC-Batavia, the "Subsidiaries"), PNC BANK, NATIONAL ASSOCIATION and
KEYBANK NATIONAL ASSOCIATION (each individually a "Lender" and collectively the
"Lenders") and PNC BANK, NATIONAL ASSOCIATION, as agent for the Lenders (the
"Agent"), hereby agree as follows effective as of February 8, 2001 ("Effective
Date"):

1.       RECITALS.

         1.1      On June 6, 2000, the Company, the Subsidiaries, the Lenders
                  and the Agent entered into a Fourth Amended and Restated
                  Credit, Reimbursement and Security Agreement, which amended
                  and fully restated a Credit, Reimbursement and Security
                  Agreement dated as of July 15, 1994 (the "Credit Agreement").
                  Capitalized terms used herein and not otherwise defined herein
                  will have the meanings given such terms in the Credit
                  Agreement.

         1.2      The Company and the Subsidiaries have requested that the
                  Lenders amend certain provisions of the Credit Agreement, and
                  the Lenders are willing to do so subject to and in accordance
                  with the terms of this Amendment to Credit Agreement (this
                  "Agreement").

2.       AMENDMENTS.

         2.1      Section 1.1.72 of the Credit Agreement is hereby deleted in
                  its entirety and replaced with the following:

                  1.1.72   "Leverage Ratio" will mean the ratio of (i)
                           Indebtedness to (ii) Adjusted EBITDA, on a
                           consolidated basis for the Company and its
                           Subsidiaries, calculated as of the end of each Fiscal
                           Quarter for the immediately preceding four Fiscal
                           Quarters.

         2.2      Section 1.1.113 (definition of Sinking Fund Account) of the
                  Credit Agreement is hereby deleted in its entirety.

         2.3      Section 2.2A.1 of the Credit Agreement is hereby deleted in
                  its entirety and replaced with the following:

                  2.2A.1   PNC Bank, National Association ("PNC Bank") hereby
                           agrees, on the terms and subject to the conditions
                           set forth herein and in the other Loan Documents and
                           the Swingline Documents, to make loans to the
                           Company, in Dollars, at any time and from time to
                           time during the period from and including the Closing
                           Date to but not including the Termination Date (each
                           such loan, a "Swingline Loan" and collectively, the
                           "Swingline Loans"); provided that


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                           (i) the aggregate principal amount of the Swingline
                           Loans outstanding at any one time shall not exceed
                           the Swingline Commitment, (ii) the aggregate amount
                           of Swingline Loans outstanding plus the aggregate
                           amount of Revolving Credit Loans outstanding plus the
                           stated amount of all Standby Letters of Credit shall
                           not exceed the Revolving Commitment and (iii)
                           Swingline Loans shall accrue interest at the interest
                           rate(s) set forth in the Swingline Documents. Prior
                           to the Termination Date, Swingline Loans may be
                           repaid and reborrowed by the Company in accordance
                           with the provisions of this Fourth Restated Credit
                           Agreement and the Swingline Documents.

         2.4      The second sentence of Section 2.10.5.3a. of the Credit
                  Agreement is hereby deleted in its entirety and replaced with
                  the following: "During the period, if any, that Unremarketed
                  Tendered Bonds are held by the Agent, the Company will
                  continue to make all principal and interest payments on such
                  Bonds."

         2.5      The reference to "Sinking Fund Account" in Section 2.13.4
                  (Charge to Accounts) of the Credit Agreement is hereby
                  deleted.

         2.6      Section 4.1 of the Credit Agreement is hereby deleted in its
                  entirety and replaced with the following:

                  4.1      COMPANY BOND REDEMPTION. The Company will redeem
                           outstanding Boone Bonds, 1997 Scottsburg Bonds and
                           Scottsburg Bonds (in such order as the Company and
                           the Agent may agree) in the aggregate principal
                           amount of $200,000 on each January 1, April 1, July 1
                           and October 1 during the term of this Fourth Restated
                           Credit Agreement, or in such other amounts or at such
                           other times as the Agent and the Company may agree
                           from time to time. Such redemptions will be
                           accomplished pursuant to the optional redemption
                           provisions contained in the Indenture. The Company
                           hereby authorizes any Lender to charge the Cash
                           Collateral Account (or any other account of the
                           Company at any Lender) to reimburse the Agent or any
                           Lender for any draws under any Letter of Credit in
                           connection with such redemptions.

         2.7      Section 9.1 (Sinking Fund) of the Credit Agreement is hereby
                  deleted in its entirety.

         2.8      Section 11.1 of the Credit Agreement is hereby deleted in its
                  entirety and replaced with the following:

                  11.1     PAYMENT. The non-payment of (a) any principal amount
                           of any of the Advances, (b) any mandatory prepayment
                           pursuant to this Fourth Restated Credit Agreement,
                           (c) any amounts due under this Fourth Restated Credit
                           Agreement as reimbursement for a drawing


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                           under the Letters of Credit or Standby Letters of
                           Credit, Letter of Credit Fees, or interest on any
                           such drawing or Letter of Credit Fees, or (d) any
                           interest, fees or other amounts owing hereunder or
                           under any of the other Loan Documents within ten (10)
                           days of when the same is due; or

3.       REPRESENTATIONS, WARRANTIES AND COVENANTS OF COMPANY AND SUBSIDIARIES.
         To induce the Lenders and the Agent to enter into this Agreement, the
         Company and the Subsidiaries each represents, warrants and covenants as
         follows:

         3.1      The representations and warranties of the Company and the
                  Subsidiaries contained in Section 8 of the Credit Agreement
                  are deemed to have been made again on and as of the date of
                  execution of this Agreement and are true and correct as of the
                  date of execution of this Agreement.

         3.2      No Event of Default (as such term is defined in Section 11 of
                  the Credit Agreement) or event or condition which with the
                  lapse of time or giving of notice or both would constitute an
                  Event of Default exists on the date hereof.

         3.3      The person executing this Agreement on behalf of the Company
                  is a duly elected and acting officer of the Company and is
                  duly authorized by the Board of Directors of the Company to
                  execute and deliver this Agreement on behalf of the Company.

         3.4      The person executing this Agreement on behalf of MCC-Batavia
                  is a duly elected and acting officer or agent of MCC-Batavia
                  and is duly authorized by the Members of MCC-Batavia to
                  execute and deliver this Agreement on behalf of MCC-Batavia.

         3.5      The person executing this Agreement on behalf of MCC-Uniflex
                  is a duly elected and acting officer or agent of MCC-Uniflex
                  and is duly authorized by the Members of MCC-Uniflex to
                  execute and deliver this Agreement on behalf of MCC-Uniflex.

4.       CLAIMS AND RELEASE OF CLAIMS BY COMPANY AND SUBSIDIARIES. The Company
         and each Subsidiary represents and warrants that neither the Company
         nor any Subsidiary has any claims, counterclaims, setoffs, actions or
         causes of actions, damages or liabilities of any kind or nature
         whatsoever whether at law or in equity, in contract or in tort, whether
         now accrued or hereafter maturing (collectively, "Claims") against any
         Lender or the Agent, their respective direct or indirect parent
         corporations or any direct or indirect affiliates of such parent
         corporation, or any of the foregoing's respective directors, officers,
         employees, agents, attorneys and legal representatives, or the
         successors or assigns of any of them (collectively, "Lender Parties"),
         that directly or indirectly arise out of, are based upon or are in any
         manner connected with any Prior Related Event. As an inducement to the
         Lenders and the Agent to enter into this Agreement, the Company and
         each Subsidiary on behalf of itself, and all of its successors and
         assigns hereby knowingly and voluntarily releases and discharges all
         Lender Parties from any and all Claims, whether


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         known or unknown, that directly or indirectly arise out of, are based
         upon or are in any manner connected with any Prior Related Event. As
         used herein, the term "Prior Related Event" means any transaction,
         event, circumstance, action, failure to act, occurrence of any sort or
         type, whether known or unknown, which occurred, existed, was taken,
         permitted or begun at any time prior to the Effective Date or occurred,
         existed, was taken, was permitted or begun in accordance with, pursuant
         to or by virtue of any of the terms of the Credit Agreement or any
         documents executed in connection with the Credit Agreement or which was
         related to or connected in any manner, directly or indirectly, to any
         of the Notes or Letters of Credit.

5.       CONDITIONS. The Lenders' and Agent's obligations pursuant to this
         Agreement are subject to the following conditions:

         5.1      The representations and warranties of the Company and the
                  Subsidiaries in Section 3, above, shall be true.

         5.2      The Company shall pay all expenses and attorneys fees
                  reasonably incurred by the Lenders in connection with the
                  preparation, execution and delivery of this Agreement and the
                  related documents.

6.       GENERAL.

         6.1      Except as expressly modified herein, the Credit Agreement is
                  and remains in full force and effect.

         6.2      Nothing contained herein will be construed as waiving any
                  Default or Event of Default under the Credit Agreement or will
                  affect or impair any right, power or remedy of the Lenders or
                  the Agent under or with respect to the Credit Agreement or any
                  agreement or instrument guaranteeing, securing or otherwise
                  relating to the Credit Agreement.

         6.3      This Agreement will be binding upon and inure to the benefit
                  of the Company, the Subsidiaries, the Lenders and the Agent
                  and their respective successors and assigns.

         6.4      All representations, warranties and covenants made by the
                  Company and the Subsidiaries herein will survive the execution
                  and delivery of this Agreement.

         6.5      This Agreement may be executed in one or more counterparts,
                  each of which will be deemed an original and all of which
                  together will constitute one and the same instrument.

         6.6      This Agreement will in all respects be governed and construed
                  in accordance with the laws of the State of Ohio.


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         Executed as of the Effective Date.

                             MULTI-COLOR CORPORATION


                             By:
                                ------------------------------------------------
                             Print Name:
                                        ----------------------------------------
                             Title:
                                   ---------------------------------------------


                             MCC-BATAVIA, LLC


                             By:
                                ------------------------------------------------
                             Print Name:
                                        ----------------------------------------
                             Title:
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                             MCC-UNIFLEX, LLC


                             By:
                                ------------------------------------------------
                             Print Name:
                                        ----------------------------------------
                             Title:
                                   ---------------------------------------------


                             PNC BANK, NATIONAL ASSOCIATION,
                               on its own behalf as Lender and as Agent


                             By:
                                ------------------------------------------------
                             Print Name:
                                        ----------------------------------------
                             Title:
                                   ---------------------------------------------


                             KEYBANK NATIONAL ASSOCIATION


                             By:
                                ------------------------------------------------
                             Print Name:
                                        ----------------------------------------
                             Title:
                                   ---------------------------------------------


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