U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549

                           FORM 10-K/A

                        AMENDMENT NO. 1 TO

        /x/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934
              For the fiscal year ended May 31, 1997

      /_/ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from
               _______________ to _________________

        Commission file number:         0-18815           

                       OUTLOOK GROUP CORP.
      (Exact name of registrant as specified in its charter)

             Wisconsin                 39-1278569
   (State or other jurisdiction of    (I.R.S. Employer 
   incorporation or organization)          Identification No.)

           1180 American Drive, Neenah, Wisconsin 54956
             (Address of principal executive offices)

            Issuer's telephone number:  (920) 722-2333

   Securities registered pursuant to Section 12(b) of the Act:
                                 Name of each exchange    
   Title of each class:          on which registered: 
        None                           N/A           


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

                   $.01 Par Value Common Stock
                         (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 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.   /x/

    As of August 22, 1997, 4,655,382 shares of Common Stock
were outstanding, and the aggregate market value of the Common
Stock (based upon the $4.75 last sale price on that date on the
NASDAQ Stock Market) held by non-affiliates (excludes a total of
533,283 shares reported as beneficially owned by directors and
executive officers -- does not constitute an admission as to
affiliate status) was approximately $19.5 million.

<PAGE>
<PAGE>
  Outlook Group Corp. (the "Company") hereby amends its annual
report on Form 10-K for the year ended May 31, 1997  (the "1997
10-K") by adding thereto Items 10 through 13 as set forth below. 
Although it was originally anticipated that such information
would be incorporated by reference from the Proxy Statement for
the Company's 1997 Annual Meeting of Shareholders, the 1997 Proxy
Statement will not be filed within 120 days of the Company's
fiscal 1997 year end.

  In addition, new Exhibits 10.13(c) and 10.15 to the 1997 
10-K are filed herewith; see Exhibit Index immediately 
following the signature page hereto.
 

ITEM 10.-DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

  The Company's Articles of Incorporation and Bylaws provide
for a Board of between seven and eleven directors, and for
classification of the Board of Directors into three separate
classes.  The number of directors is currently eight.  At each
annual meeting of shareholders, a number of directors equal to
the number constituting the class whose term expires at such
meeting is elected to hold office until the third succeeding
annual meeting and until their successors have been elected.  The
terms of the directors are included in the following table in
addition to certain information as to each of the directors of
the Company.

                          Principal Occupation and       Director
      Name and Age           Business Experience           Since  


Terms expire in 1999

Harold J. Bergman,  President and Chief Executive           1994
62                  Officer of Riverside Paper 
                    Corporation (specialty paper 
                    manufacturer and converter)

Richard C. Fischer, Investment banker with the             1995
58                  firm Fischer & Associates,
                    LLC since 1995; previously,
                    an investment banker with
                    Robert W. Baird & Co.
                    Incorporated

James L. Dillon, 53 Accountant practicing with             1978
                    the firm Dillon, Endries,
                    Otto & Calmes LLC since 1995;
                    previously with the firm 
                    DiRenzo, Simonis & Miller,
                    Certified Public Accountants

Terms expire in 1998

David L. Erdmann, 54 Chairman of the Board and         1977
(1)                  Chief Executive Officer
                     of the Company

Charles E. Thompson, Film Distributor and             1977
53`                  Consultant with PKG
                     Partners, LLC since 1996;
                     previously, President of
                     Outlook Packaging, Inc.
                     from 1994 to 1996, Special
                     Projects Coordinator of the
                     Company from 1993 to 1994
                     and Executive Vice President
                     of the Company from 1990 to
                     1993

Terms expire in 1997

Jeffry H. Collier,  Jeffry H. Collier, Manager of           1993
44                  the Graphics Division of the
                    Company since 1996 and Executive
                    Vice President of the Company
                    since 1994; previously, Vice
                    President

Pat Richter, 55 (2) Director of Athletics,                 1995
                    University of Wisconsin
                    Madison

A. John Wiley, Jr., President of Elipticon Wood             1978
55                  Products Inc. (manufacturer)
                    since 1995; previously,
                    salesperson for, and officer
                    of, the Company

____________________

(1)     Mr. Erdmann is also a director of FCB Financial Corp., a
        publicly held savings bank holding company. 
(2)     Mr. Richter is also a director of Anchor BanCorp Wisconsin
        Inc., a publicly held savings bank holding company.

   Certain information as to each of the executive officers of
the Company was included in Part I of the 1997 10-K.

Section 16(a) Beneficial Ownership Reporting Compliance

   Section 16(a) of the Securities and Exchange Act of 1934
requires the Company's officers and directors, and persons who
own more than 10% of the Company's Common Stock, to file reports
of ownership and changes in ownership with the Securities and
Exchange Commission (the "SEC").  Officers, directors and greater
than 10% shareholders (collectively, "insiders") are required by
SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

   All publicly held companies are required to disclose the
names of persons who fail to make any such filing on a timely
basis and the number of delinquent filings and transactions,
based solely on a review of the copies of the Section 16(a) forms
furnished to the Company, or written representations that no such
forms were required.  On that basis, the Company believes that
during fiscal 1997 the Company's insiders have complied with all
Section 16(a) filing requirements applicable to them.

<PAGE>
<PAGE>
ITEM 11. - EXECUTIVE COMPENSATION

                    SUMMARY COMPENSATION TABLE

   The following table sets forth, with respect to the years
ended May 31, 1997, 1996 and 1995, compensation awarded to,
earned by or paid to (i) the Company's Chief Executive Officer
and (ii) the other executive officers who were serving as
executive officers at May 31, 1997 and whose total salary and
bonus exceeded $100,000 in 1997 for services in an all capacities
to the Company and its subsidiaries.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>

                                                                Long Term
                                 Annual Compensation (1)       Compensation

                                                                  Awards
       Name and         Fiscal                                                       Options/SARs             All Other
  Principal Position    year  Salary ($)    Bonus ($)(2)           #(3)          Compensation ($)(4)

<S>                  <C>    <C>           <C>                <C>              <C>
David L. Erdmann,        1997        $200,670                      -0-                     -0-            $3,500
Chairman and CEO        1996          244,875                      -0-                   10,000            4,050
(5)                     1995          247,121                      -0-                     -0-             3,600

Joseph J. Baksha,        1997        $162,787                    $48,831                 30,000              -0-
President and COO
(5)(6)

Jeffry H. Collier,      1997         $111,165                      -0-                     -0-            $2,860
Vice President and      1996          115,938                      -0-                    6,000            2,970
General Manager          1995         113,201                      -0-                     -0-             2,695

</TABLE>
<PAGE>
<PAGE>
_______________________

(1)   While the named individuals received perquisites or other
      personal benefits in the years shown, in accordance with SEC
      regulations, the value of these benefits are not shown since
      they did not exceed, in the aggregate, the lesser of $50,000
      or 10% of the individual's salary and bonus in any year.
(2)   Annual bonus amounts, if any, are earned and accrued during
      the fiscal years indicated but paid in the following fiscal
      year.
(3)   Represents number of shares for which options were granted
      under the Company's 1990 Stock Option Plan (the "Option
      Plan").  The options granted in fiscal 1994 were replaced as
      part of the fiscal 1996 grants.  See "Option/SAR Grants in
      Last Fiscal Year" below.  No SARs have been granted.
(4)   Reflects the Company's contributions to the executive
      officer's account in the Company's Employee Savings Plan
      (the "Savings Plan") .
(5)   See "Employment Contracts, Termination of Employment, and
      Change-In-Control Arrangements" for a description of Mr.
      Erdmann's and Mr. Baksha's employment agreements.
(6)   Mr. Baksha became a Company employee and an executive
      officer effective June 1, 1996.

<PAGE>
<PAGE>
            OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)

  The following table sets forth information about stock
option grants during the last fiscal year to the executive
officers named in the Summary Compensation Table receiving grants
during such period.  Messrs. Erdmann and Collier did not receive
option grants.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>

                                       Individual Grants

                     Number of       % of Total                                 Potential Realizable Value
                     Securities     Options/SARs                                at Assumed Annual Rates
                     Underlying      Granted to  Exercise or                  of Stock Price Appreciation
                    Options/SARs   Employees in  Base Price  Expiration           for Option Term (2)
       Name          Granted (#)     Fiscal Year    ($/sh)    Date                5%             10%

<S>                <C>             <C>           <C>         <C>             <C>              <C>
Joseph J. Baksha       30,000           39%       $5.50       6/3/01          $26,008          $54,615

</TABLE>
<PAGE>
<PAGE>
(1)   Consists entirely of stock options and does not include
      SARs.
(2)   Amounts represent hypothetical gains that could be achieved
      for the respective options if exercised at the end of the
      option term.  These gains are based on assumed rates of
      stock appreciation of 5% or 10% compounded annually from the
      date the respective options were granted to their expiration
      date and are not presented to forecast possible future
      appreciation, if any, in the price of the Company's Common
      Stock (the "Common Stock").  The potential realizable value
      of the foregoing options is calculated by assuming that the
      market price of the underlying security appreciates at the
      indicated rate for the entire term of the option and that
      the option is exercised at the exercise price and sold on
      the last day of its term at the appreciated price. 


       AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
              AND FY-END OPTION/SAR VALUE TABLE (1)

  The following table sets forth information with respect to
the executive officers named in the Summary Compensation Table
concerning option exercises during the last fiscal year and the
number and value of options outstanding at May 31, 1997.

<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                                   Number of Securities               Value of Unexercosed
                                                  Underlying Unexercised             In-the-Money Options
                                                    Options at FY-End (#)               at FY-End ($)(2)

                        Shares        Value
                     Acquired on    Realized
           Name      Exercise (#)     ($)      Exerciseable      Unexercisable  Exerciseable        Unexercisable

<S>                  <C>            <C>       <C>                 <C>             <C>                <C>
David L. Erdmann          0            0         10,000               0              $630               0
Joseph J. Baksha          0            0         20,000              10,000          0                   0
Jeffry H. Collier        0              0        6,000                 0            $378                 0
</TABLE>
<PAGE>
<PAGE>

___________________

(1)    No SARs are outstanding.
(2)    Based upon the $4.50 closing price of the Common Stock on
May 30, 1997.

<PAGE>
Compensation of Directors

  Directors who are not employees of the Company receive a fee
of $3,600 per year, $300 for each meeting of the Board of
Directors attended and $100 ($150 in the case of the committee
chairman) for each Board committee meeting attended.  (Messrs.
Collier and Erdmann are currently employees of the Company.)

  On December 18, 1996, the Company granted each non-employee
director of the Company a non-qualified stock option to purchase
3,000 shares of Common Stock at an exercise price of $4.675 per
share.  The options became exercisable on June 18, 1997 and
expire December 18, 2001.

  Mr. Fischer has been engaged to provide continuing
assistance to the Company in reviewing strategic options.  For
these services, the Company has paid Mr. Fischer a retainer of
$10,000.  Mr. Fischer provides services against the retainer at
the rate of $200 per hour.

Employment Contracts, Termination of Employment, and
 Change-in-Control Arrangements

  Beginning in fiscal 1995, the Compensation Committee of the
Board of Directors (the "Compensation Committee") determined it
would be in the Company's best interest to employ David L.
Erdmann, Chief Executive Officer of the Company, pursuant to an
employment agreement.  The agreement was for a term of three
years.  Under the agreement, Mr. Erdmann received a base salary
in fiscal 1995 of $250,000.  The employment agreement provided
for annual review by the Compensation Committee of both salary
and incentive provisions.  Because of the slow growth in sales,
and reduced level of earnings, in fiscal 1995, originally no
changes in the Chief Executive Officer's salary or incentive
provisions were made for fiscal 1996.  In February 1996, in view
of the Company's losses to date during fiscal 1996, Mr. Erdmann
and the Compensation Committee mutually agreed upon a reduction
of Mr. Erdmann's base salary to an annual rate of $200,000,
effective immediately.  Mr. Erdmann was also entitled to receive
an annual incentive payment provided the Company's results of
operations showed a profit before taxes of at least 5% of the
Company's net sales.  Since the Company did not achieve the
required profit level, Mr. Erdmann was not paid a bonus for
fiscal 1996.  The employment agreement also imposed certain 
non-competition and confidentiality obligations on Mr. Erdmann. 
In the event the employment agreement was terminated by the
Company other than for cause (as defined in the agreement), Mr.
Erdmann would have been entitled to receive his salary for the
40-week period following the termination date.

  Mr. Erdmann entered into a new employment agreement for a
term of three years with the Company on June 1, 1997 which
terminated and replaced his previous employment agreement.  Under
his new agreement, Mr. Erdmann earns a salary of $250,000 per
year, which shall be reviewed annually by the Compensation
Committee.  Mr. Erdmann will also be paid an incentive payment
immediately following audit of the Company's 1998 fiscal year
annual financial and accounting reports provided the results show
at least a 5% profit before taxes.  The amount, if any, of the
incentive payment would be discretionary and determined by the
Compensation Committee.   The amount, if any, shall be guided by
accomplishment of the goals and objectives determined by Mr.
Erdmann and the Company together with acknowledgment of the
difficulty of attainment of those goals and the conditions under
which the Company operated during the fiscal year.

  Prior to a change in control, Mr. Erdmann's employment
agreement may be terminated by either party, at any time, with or
without cause or reason, upon 30 days written notice.  The
employment agreement also imposes certain non-competition and
confidentiality obligations on Mr. Erdmann.  In the event the
employment agreement is terminated by the Company other than for
cause (as defined in the agreement), Mr. Erdmann would be
entitled to receive his annual salary for the year following his
termination plus any bonus earned through the last day of active
employment.  If there is a change of control of the Company and
Mr. Erdmann is terminated without cause (as defined in the
agreement), Mr. Erdmann shall be entitled to receive his annual
salary for the two years following his termination plus any bonus
earned through the last day of active employment.  Mr. Erdmann is
subject to a covenant not to compete and confidentiality
provisions for the duration of this employment and for one year
following termination of his employment with the Company.

  On June 1, 1997, the Company entered into an employment
agreement with Joseph J. Baksha, President and Chief Operating
Officer of the Company, for a term of two years, renewable June
1, 1999.  Under the terms of the employment agreement, Mr. Baksha
earns an annual salary of $175,000 and an incentive equal to a
percentage of operating income capped at 100% of Mr. Baksha'a
annual salary. 

  Prior to a change in control, Mr. Baksha's employment
agreement may be terminated by either party, at any time, with or
without cause or reason, upon 30 days written notice.  The
employment agreement also imposes certain non-competition and
confidentiality obligations on Mr. Baksha.  In the event the
employment agreement is terminated by the Company other than for
cause (as defined in the agreement), Mr. Baksha would be entitled
to receive his annual salary for the year following his
termination plus any bonus earned through the last day of active
employment.  If there is a change of control of the Company and
Mr. Baksha is terminated without cause (as defined in the
agreement), Mr. Baksha's employment status changes (as specified
in the agreement) or Mr. Baksha's employment agreement is not
renewed (as specified in the agreement), Mr. Baksha shall be
entitled to receive his annual salary for the two years following
the happening of an event as set forth above plus any bonus
earned through the last day of active employment.   Mr. Baksha is
subject to a covenant not to compete and confidentiality
provisions for the duration of this employment and for six months
following termination of his employment with the Company.

  The Company has committed to grant Mr. Baksha an option to
purchase an additional 10,000 shares of  Common Stock under the
provisions of the Corporate 1990 Stock Option Plan.  The price of
the option will be determined in the future by the Compensation
Committee.  In the event of a change in control of the Company so
that the stock option cannot be granted, Mr. Baksha will receive
the value of the stock option based on a price of $5.00 per share
and the price received by the Company's shareholders in the
change of control.

  The Company has agreed to make a loan available to Mr.
Baksha up to $100,000 to purchase Common Stock at the time Mr.
Baksha, as an officer of the Company, would be able to purchase
Common Stock on the NASDAQ Stock Market. The term of the loan
would be five years at the same rate of interest charged the
Company on a line-of-credit at the time of such loan.

Compensation Committee Interlocks and Insider Participation

  The members of the Company's Compensation Committee are
Harold J. Bergman, James L. Dillon and Pat Richter (chair).  None
of Messrs. Bergman, Dillon and Richter are or have ever been
employees of the Company or any of its subsidiaries, or have any
relationship with the Company requiring disclosure as certain
relationships or related transactions under this caption.


<PAGE>
ITEM 12. - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

 The following table sets forth information regarding the
beneficial ownership of  Common Stock at August 1, 1997 with
respect to (i) each person who beneficially owns more than 5% of
the Company's outstanding Common Stock including such persons'
address, (ii) each director of the Company, (iii) each of the
executive officers listed in the Summary Compensation Table above
and (iv) all directors and executive officers of the Company as a
group.


     Name and Nature of             Number of      Percent
    Beneficial Ownership(1)           Shares     of Class

  Joseph J. Baksha . . . . . .       36,000          *
  Harold J. Bergman. . . . . .        4,000          *
  Jeffry H. Collier(2) . . . .       26,527          *
  James L. Dillon. . . . . . .       62,499        1.3%
  David L. Erdmann(2)(3) . . .      326,049        7.0%
  Richard C. Fischer . . . . .        5,000          *
  Pat Richter. . . . . . . . .        3,150          *
  Charles E. Thompson. . . . .       44,668          *
  A. John Wiley, Jr.(2). . . .       83,118        1.8%
  All directors and executive
    officers as a group
    (12 persons)(2)(4)(5). . .      623,283        13.2%

  Dimensional Fund Advisors,
    Inc.(6)  . . . . . . . . .      236,700        5.1%
  Heartland Advisors, Inc.(7).      430,000        9.2%
  The TCW Group, Inc. and
    Robert Day(8)  . . . . . .      303,900        6.5%
___________________

   *Less than 1%.

(1)     Beneficial ownership is determined in accordance with the
        rules of the SEC and generally includes voting or investment
        power with respect to securities.  In accordance with SEC
        rules, shares which may be acquired upon conversion or
        exercise of stock options, warrants or convertible
        securities which are currently exercisable or which become
        exercisable within 60 days are deemed beneficially owned by
        the optionee. Except as indicated by footnote, and subject
        to community property laws where applicable, the persons or
        entities named in the table above have sole voting and
        investment power with respect to all shares of Common Stock
        shown as beneficially owned by them. 
(2)     The following persons share voting and/or dispositive power
        with respect to the indicated number of shares: Mr. 
        Collier--3,720; Mr. Erdmann--25,977; Mr. Wiley--1,165; all
        directors and executive officers as a group--30,862.  See
        also footnote (4).
(3)     The business address of Mr. Erdmann is in care of the
        Company, 1180 American Drive, Neenah, Wisconsin 54956. 
(4)     As of June 30, 1997 (the last available report date), 72,315
        shares of Common Stock were held in the Savings Plan. 
        Employees have the right to designate the vote of shares of
        Common Stock allocated to their accounts.  Jeffry H.
        Collier, James W. Buhl and one other Company employee are
        trustees of the Savings Plan and share voting power as to
        the shares not voted by participants or not allocated to
        participants' accounts.  Savings Plan shares are not
        included in the table, except those allocated to named
        participants' accounts as of June 30, 1997 (the date of the
        last allocation); on that date, there were no shares which
        were not allocated to participants' accounts.
(5)     Includes the following shares issuable under currently
        exercisable stock options: all directors and executive
        officers as a group--70,000.  Other outstanding stock
        options are not exercisable within 60 days of August 1,
        1997.
(6)     According to a report on Form 13F as of June 30, 1996,
        Dimensional Fund Advisors ("Dimensional") held sole voting
        and dispositive power as to 161,800 shares of Common Stock,
        and sole dispositive power as to 74,900 shares of Common
        Stock at June 30, 1996.  Dimensional is an investment
        adviser under the Investment Advisers Act of 1940, as
        amended (the "Advisers Act").  The business address of
        Dimensional is 1299 Ocean Avenue, Santa Monica, California
        90401.
(7)     According to a report on Schedule 13G dated February 9, 1996
        and a report on Form 13F as of June 30, 1996, Heartland
        Advisors, Inc. ("Heartland") had sole voting and dispositive
        power as to 430,000 shares of Common Stock as of June 30,
        1996.  Heartland is an investment adviser registered under
        the Advisers Act.  The business address of Heartland is 790
        North Milwaukee Street, Milwaukee, Wisconsin 53202.
(8)     According to a report on Schedule 13G dated February 12,
        1996 and a report on Form 13F as of June 30, 1996, The TCW
        Group, Inc. ("TCW"), a holding company, and Robert Day, an
        individual who may be deemed to control TCW, had sole voting
        and dispositive power as to 303,900 shares of Common Stock
        as of June 30, 1996.  The business address of TCW is 865
        South Figuroa Street, Los Angeles, California 90017; the
        business address of Mr. Day is 200 Park Avenue, Suite 2200,
        New York, New York 10166.

   The above beneficial ownership information is based on
information furnished by the specified persons and is determined
in accordance with Rule 13d-3, as required for purposes of this
Proxy Statement.  It is not necessarily to be construed as an
admission of beneficial ownership for other purposes. 


<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   It is the policy of the Company that all material
transactions between the Company, its officers, directors or
principal shareholders, or affiliates of any of them, shall be on
terms no less favorable to the Company than those which could
have been obtained if the transaction had been with unaffiliated
third parties on an arms-length basis, and such transactions will
be approved by a majority of the members of the Audit Committee
of the Board of Directors, or a majority of the directors who are
independent and not financially interested in the transaction. 

   Effective July 14, 1995, the Company sold certain assets of
its Outlook Publishing division to Willow Creek Press, LLC
("Willow Creek"), of which Charles E. Thompson is a 50% owner. 
The assets, which were related to businesses purchased in 1994 by
the Company for an aggregate of $313,000, and which had a book
value of $765,000 at the time of sale, were sold for an aggregate
price of $1.1 million, payable $100,000 at closing and $1.0
million in periodic payments, with interest at 1/2% over the
prime rate, from October 1, 1996 through July 1, 1999.  On
May 31, 1996, to facilitate Willow Creek obtaining a new third
party line of credit, the $1.0 million payment obligation was
replaced by a new promissory note, also in the principal amount
of $1.0 million, which provides for interest at 1% over the prime
rate, with quarterly payments (in varying amounts stated in the
note) due from February 28, 1997 through May 31, 2000; interest
on outstanding principal amounts is due monthly.  On November 1,
1996, the existing promissory note was amended so that the
interest rate on the promissory note was changed to 1% over the
prime rate at M&I Bank Fox Valley on the outstanding balance of
principal and interest during the period from May 30, 1996, until
October 31, 1996, and interest of 1.5% over such prime rate on
the outstanding balance of principal and interest during the
period beginning November 1, 1996, until May 30, 2000.  Interest
payments continue to be due monthly.  The amortization schedule
for repayment of principal has been amended to provide for
payment of $50,000 in fiscal 1997, $145,000 in fiscal 1998,
$195,000 in fiscal 1999, $250,000 in fiscal 2000, and $360,000 in
fiscal 2001.  Willow Creek also assumed certain specific
liabilities of the Company.  In addition, the Company agreed to
provide Willow Creek a revolving line of credit of up to
$750,000, or a formula amount depending upon Willow Creek
inventory, accounts receivable and loss, whichever is greater,
until July 14, 1996.  The line of credit bore interest at 1%
above prime.  (The revolving line of credit has been paid in full
and terminated; on June 3, 1996, the balance was $656,633.)  The
borrowings were secured by Willow Creek inventory and accounts
receivable.  Willow Creek also entered into a service agreement
with the Company whereby the Company would provide printing,
mailing and other services for four years, with a gross value of
not less than $500,000, on specific terms to be negotiated by the
parties; in June 1996, the Company agreed to terminate the
service agreement without further obligation.

   The Outlook Publishing transaction resulted from the
Company's determination that publishing did not fit within its
long term strategy.  The arrangements were negotiated  between
Willow Creek and the Company, with Mr. Thompson not actively
participating on behalf of either party.  The transaction was
unanimously approved by the Company's Board of Directors, with
Mr. Thompson abstaining.

<PAGE>
                            SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) 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.

   Dated the 26th day of September, 1997.

                            OUTLOOK GROUP CORP.



                            By/s/ David L. Erdmann__________
                                 David L. Erdmann
                                 Chief Executive Officer

<PAGE>
<PAGE>
                          EXHIBIT INDEX

                       OUTLOOK GROUP CORP.

                         AMENDMENT NO. 1

                            1997 10-K

                       Additional Exhibits


Exhibit Number      Description

10.13(c)            Amendment to Promissory Note of Willcree
                    dated as of November 1, 1996

10.15               Form of the Company's Non-Qualified Stock
                    Option Agreement,  for non-employee directors