SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                        For quarter ended March 30, 1997

 [           ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF  THE
             SECURITIES ACT OF 1934 (NO FEE REQUIRED) For the transition  period
             from _________ to __________

                         Commission file number 0-22978

                             STIMSONITE CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                            36-3718658
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization )                          Identification Number)

         7542 N. Natchez Avenue
             Niles, Illinois                                            60714
(Address of principal executive offices)                             (Zip Code)

                                 (847) 647-7717
              (Registrant's telephone number, including area code)



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 [ ]

The  number  of  shares  of the  registrant's  common  stock,  $.01  par  value,
outstanding as of April 30, 1997 was 8,578,927.


<PAGE>


                             STIMSONITE CORPORATION

                                      Index

                                                                   Page
Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements
           Condensed Consolidated Statements of Operations           3
           Condensed Consolidated Balance Sheets                   4-5
           Condensed Consolidated Statement of Cash Flows            6
           Notes to Condensed Consolidated Financial Statements      7

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                      8-12

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                           13


<PAGE>
                     STIMSONITE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
               (Dollars in Thousands Except Per Share Information)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                     Quarter Ended                      Year Ended
                                               -------------------------        -----------------------------
                                                 3/30/97       3/31/96            3/30/97        3/31/96
                                                 -------       -------            -------        -------

<S>                                               <C>           <C>                <C>            <C>
Net sales                                         $14,602       $13,425            $83,889        $73,633
Cost of goods sold                                 10,338         9,030             57,143         45,777
                                               -----------   -----------        -----------    -----------
Gross profit                                        4,264         4,395             26,746         27,856

Operating expenses:
     Selling and administrative                     3,524         3,845             14,939         14,299
     Research and development                         645           792              2,653          3,131
     Amortization of intangibles                      711           709              2,848          2,827
     Restructuring charge                              --            --              4,000             --
                                               -----------   -----------        -----------    -----------
Total operating expenses                            4,880         5,346             24,440         20,257
                                               -----------   -----------        -----------    -----------

Operating income (loss)                              (616)         (951)             2,306          7,599

Interest expense                                      578           674              2,584          2,758
Joint venture partnership loss                         --            --                 --            111
                                               -----------   -----------        -----------    -----------

Income (loss) before provision for income
  taxes and extraordinary item                     (1,194)       (1,625)              (278)         4,730

Provision (benefit) for income taxes                 (418)         (633)                22          2,131
                                               -----------   -----------        -----------    -----------
Income (loss) before extraordinary item              (776)         (992)              (300)         2,599

Extraordinary item, net of tax benefit                 --            --                332             --
                                               -----------   -----------        -----------    -----------
Net income (loss)                                   ($776)        ($992)             ($632)        $2,599
                                               ===========   ===========        ===========    ===========


Net income (loss) per common and common
 equivalent share                                  ($0.09)       ($0.11)            ($0.07)         $0.29
                                               ===========   ===========        ===========    ===========


Average number of common and
  common equivalent shares outstanding          8,777,372     9,033,201          8,910,866      9,097,701
                                               ===========   ===========        ===========    ===========
</TABLE>




See Accompanying Notes
<PAGE>
                     STIMSONITE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                     3/30/97           12/31/96
                                                     -------           --------
                                                   (Unaudited)         (Audited)
                              ASSETS
                              ------

<S>                                                 <C>                 <C>
Current assets:
  Cash and cash equivalents                           $178                $227

  Trade accounts receivable, less
      allowance for doubtful accounts
      of $809 (1997) and $1,206 (1996)              16,289              17,130

  Inventories                                       11,812              11,938

  Prepaid expenses and other                         4,407               3,157

  Deferred tax assets                                1,670               1,670
                                                -----------         -----------

                        Total current assets        34,356              34,122

Property, plant and equipment, net                  18,522              18,907

Intangible assets, net                              13,604              14,373

Deferred financing costs, net                          272                 287

Long-term deferred tax assets and other              3,990               4,181
                                                -----------         -----------

                             Total Assets          $70,744             $71,870
                                                ===========         ===========

</TABLE>



See Accompanying Notes
<PAGE>
                    STIMSONITE CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
<TABLE>
<CAPTION>

                                                       3/30/97        12/31/96
                                                       -------        --------
                                                     (Unaudited)      (Audited)
                                   LIABILITIES
                                   -----------
<S>                                                     <C>             <C>
Current liabilities:
     Accounts payable                                   $11,161         $11,334

     Current maturities of long-term debt                 2,500           2,500

     Other accrued expenses                               4,957           4,435
                                                     -----------     -----------

          Total current liabilities                      18,618          18,269

Accrued post-retirement benefits                            631             631

Long-term debt                                           28,225          28,300
                                                     -----------     -----------

          Total liabilities                              47,474          47,200



                              STOCKHOLDERS' EQUITY
                              --------------------
     Total stockholders' equity                          23,270          24,670
                                                     -----------     -----------

          Total Liabilities and
            Stockholders' Equity                        $70,744         $71,870
                                                     ===========     ===========
</TABLE>


See Accompanying Notes
<PAGE>
                     STIMSONITE CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Dollars in Thousand)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                             Quarter Ended                     Year Ended
                                                                        -----------------------          ----------------------
                                                                        3/30/97         3/31/96          3/30/97        3/31/96
                                                                        -------         -------          -------        -------

<S>                                                                      <C>             <C>              <C>           <C>
Cash flows from operating activities:
   Net income (loss)                                                     $(776)          $(992)           $(632)        $2,599
      Adjustments to reconcile net income (loss) to net
         cash provided by operating activities:
         Depreciation                                                      850             759            3,257          2,830
         Amortization of intangibles, deferred financing
             costs and discount on long-term debt                          984             832            3,276          3,298
         Provision for uncollectible accounts                               -               -               311            303
         Deferred income taxes                                              -               -            (1,993)        (1,204)
         Extraordinary item                                                 -               -               332             -
         Joint venture partnership loss                                     -               -                -             111
         Restructuring charge                                               -               -             4,000             -

      Changes in assets and liabilities:
         Trade account receivables                                         841           4,362           (2,818)         2,618
         Inventories                                                       126          (1,592)           4,628         (3,676)
         Prepaid expenses and other                                     (1,243)           (184)          (3,295)          (139)
         Accounts payable                                                  214          (1,487)           6,599         (3,451)
         Other accrued expenses                                             -               47               -             (52)
         Accrued employee benefits                                         127             471             (328)           212
         Accrued warranty                                                   32              78              353            188
         Accrued income taxes                                               -             (689)            (838)           522
                                                                      ---------    ------------     ------------   ------------

            Net cash provided by (used in) operating activities          1,155           1,605           12,852          4,159
                                                                      ---------    ------------     ------------   ------------

Cash flows from investing activities:
   Purchase of property, plant and equipment                              (465)           (969)          (8,890)        (4,186)
   Acquisition of Pave-Mark                                                 -               -                -          (7,961)
   Investment in joint venture partnership                                  -              (19)              19           (100)
   Other                                                                    -               -                -            (100)
                                                                      ---------    ------------     ------------   ------------
            Net cash used in investing activities                         (465)           (988)          (8,871)       (12,347)
                                                                      ---------    ------------     ------------   ------------

Cash flows from financing activities:
      Net proceeds from the issuance of common stock                         5              45              263            160
      Payment to reacquire common stock                                   (542)           (298)          (1,551)          (792)
      Principal payments under capital lease obligations                   (40)             -               (74)            -
      Payments on notes receivable on common stock                          -               -                -              31
      Proceeds from long-term debt                                       1,300             450           38,150         11,250
      Payments on long-term debt                                        (1,375)           (515)         (41,014)        (2,833)
      Cash overdraft                                                        -               -                -             926
      Financing fees paid in connection with debt refinancing               -               -              (332)          (151)
                                                                      ---------    ------------     ------------   ------------
            Net cash provided by (used in)
                financing activities                                      (652)           (318)          (4,558)         8,591

            Effect of exchange rate changes on cash                        (87)           (207)             412           (256)
                                                                      ---------    ------------     ------------   ------------

Net increase (decrease) in cash and cash equivalents                       (49)             92             (165)           147
Cash and cash equivalents, beginning of period                             227             251              343            196
                                                                      ---------    ------------     ------------   ------------
Cash and cash equivalents, end of period                                  $178            $343             $178           $343
                                                                      =========    ============     ============   ============

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                               $527            $571           $2,766         $2,366
                                                                      =========    ============     ============   ============
   Cash paid during the period for income taxes                           $134            $155           $2,859         $2,984
                                                                      =========    ============     ============   ============
   Capital lease for property plant & equipment                             -               -               724             -
                                                                      =========    ============     ============   ============
   Property plant & equipment purchases
       included in accounts payable                                      1,409              -             1,409             -
                                                                      =========    ============     ============   ============

</TABLE>
See Accompanying Notes
<PAGE>

                       NOTES TO CONDENSED CONSOLIDATED
                              FINANCIAL STATEMENTS
                             (Dollars in Thousands)
                                   (Unaudited)

Note 1 - Financial Information

The  condensed  consolidated  financial  statements  included  herein  have been
prepared  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 or as permitted by such
rules and  regulations,  although the Company  believes that the disclosures are
adequate to make the  information  presented not  misleading.  In the opinion of
management,  the financial  information  presented reflects all adjustments that
are necessary to a fair statement of results for the interim  period  presented.
Such adjustments are of a normal recurring  nature.  These financial  statements
should be read in conjunction  with the  consolidated  financial  statements and
footnotes thereto in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (the "1996 Form 10-K").

The Company's business is highly seasonal and accordingly  comparative  trailing
full year information is provided.  The financial information included herein at
March 30,  1997 and for the  periods  ended March 30, 1997 and March 31, 1996 is
unaudited and, in the opinion of the Company,  reflects all  adjustments  (which
include normal recurring adjustments) necessary for the fair presentation of the
Company's financial position as of that date and results of operations for those
periods. The information in the condensed consolidated balance sheet at December
31,  1996 was  derived  from the  Company's  consolidated  financial  statements
included in the 1996 Form 10-K.

The results for the quarter ended March 30, 1997 are not necessarily  indicative
of results that can be expected for the fiscal year ending December 31, 1997.



Note 2 - Inventories

Inventories consist of the following:

                                   3/31/97              12/31/96
                                   -------              --------
                                 (Unaudited)            (Audited)
Raw materials                        $3,697               $3,772
Work in process                       2,301                1,601
Finished goods                        5,814                6,565
                                    -------              -------
                                    $11,812              $11,938
                                    =======              =======

<PAGE>

                      Management's Discussion and Analysis
                of Financial Condition and Results of Operations


The  following  is a  discussion  and  analysis  of the  consolidated  financial
condition  and results of  operations  of the Company for the quarters and years
ended  March 30,  1997 and  March  31,  1996.  The  following  should be read in
conjunction  with the condensed  consolidated  financial  statements and related
notes appearing elsewhere herein and the consolidated  financial  statements and
related notes contained in the 1996 Form 10-K.

The Company  manufactures and markets reflective highway safety products used in
a variety of applications where motorist guidance is important.


Seasonality and Quarterly Results
The  Company's  sales  are  seasonal.   The  domestic  highway  maintenance  and
construction  season tends to reach its peak in the second and third quarters of
the year, and domestic sales of the Company's  products are generally highest in
these  quarters.  While  international  sales are also  seasonal,  international
maintenance and  construction  seasons vary from the domestic season and tend to
offset  somewhat  the  seasonality  of  domestic  sales.   International   sales
constituted 16.9% and 18.0% of net sales in the first quarters of 1997 and 1996,
respectively,  and  12.5% of net  sales in the year  ended  December  31,  1996.
Because the Company  operates  with little  backlog,  sales in any given quarter
generally  result from orders booked and shipped in that  quarter.  Accordingly,
net sales and  operating  income  are  particularly  sensitive  to the timing of
domestic  market demand and tend to be highest in the second and third quarters,
whereas net sales and operating  income tend to be reduced  during the first and
fourth  quarters,  resulting in either  operating losses or reduced earnings for
those periods.  In addition,  the Company's  performance in any given quarter is
further affected by weather anomalies.

The Company's  sales are dependent on the ability and willingness of the federal
and state governments to fund highway construction  projects.  Such sales may be
affected by real or perceived  uncertainty  concerning  the level of  government
funding for highway construction projects.

Results of Operations
The following table sets forth, for the periods indicated, the percentage of net
sales of certain  items in the  Company's  condensed  consolidated  statement of
operations  and the  percentage  change in each  item from the prior  comparable
period.


<PAGE>

<TABLE>
<CAPTION>
                                     Percentage of        Percentage       Percentage of       Percentage
                                       Net Sales          Change from        Net Sales         Change from
                                     Quarter Ended           Prior          Year Ended            Prior
                                  3/30/97     3/31/96        Period      3/30/97     3/31/96      Period
                                  -------     -------        ------      -------     -------      ------
<S>                                <C>         <C>            <C>         <C>         <C>          <C>
Net sales                          100.0%      100.0%          8.8%       100.0%      100.0%       13.9%
Cost of goods sold                  70.8        67.3          14.5         68.1        62.2        24.8
Gross profit                        29.2        32.7          (3.0)        31.9        37.8        (4.0)
Selling and administrative          24.1        28.6          (8.3)        17.8        19.4         4.5
Research and development             4.4         5.9         (18.6)         3.2         4.3       (15.3)
Amortization of intangibles          4.9         5.3           0.3          3.4         3.8         0.7
Restructuring charge                   -           -            NA          4.8           -         NA
Operating income (loss)             (4.2)       (7.1)         35.2          2.7        10.3       (69.7)
Interest expense                     4.0         5.0         (14.2)         3.1         3.7        (6.3)
Joint venture partnership loss         -           -            NA            -         0.2         NA
Income (loss) before provision      (8.2)      (12.1)         26.5         (0.3)        6.4         NA
for income taxes and
extraordinary item
Extraordinary item, net of tax         -           -            NA          0.4           -         NA
benefit
Net income (loss)                   (5.3)       (7.4)         21.8         (0.8)        3.5         NA
</TABLE>

Quarter Ended  March 30, 1997
Compared to
Quarter Ended  March 31, 1996

Net sales of $14.6 million for the quarter ended March 30, 1997  increased  $1.2
million or 8.8% over the comparable  fiscal 1996 quarter.  Net sales of domestic
highway  delineation  products  increased 11% compared with the first quarter of
1996.  Optical film domestic  revenues  increased 9% while  international  sales
increased by 2% compared to the first quarter of 1996.

Cost of goods sold for the first quarter of 1997 totaled $10.3 million  compared
to $9.0 million for the 1996  period.  As a  percentage  of net sales,  costs of
goods sold  increased  from 67.3% in the first quarter of 1996 to 70.8% in 1997.
The related 3.5% decline in gross profit was largely attributable to a sales mix
which favored lower margin products,  including  thermoplastic  products, and to
under-utilization  of  the  Company's   manufacturing  capacity  resulting  from
on-going efforts to reduce inventory levels. The thermoplastic business consists
mostly of commodity  products  and has  historically  generated a  substantially
lower gross margin than Stimsonite's other products.  

Selling  and  administrative  expenses  for the first  quarter of 1997 were $3.5
million,  a  decrease  of $0.3  million  from the first  quarter  of 1996.  As a
percentage of net sales,  selling and administrative  expenses were 24.1% in the
first  quarter  of 1997  compared  to 28.6% in the first  quarter  of 1996.  The
decrease was  attributable to  cost-cutting  measures put in place at the end of
1996.

Research  and  development  expenses  for the  first  quarter  of 1997 were $0.6
million  compared to $0.8 million in the first quarter of 1996. The decrease was
attributable  to  cost-cutting  measures  put in place at the end of 1996.  As a
percentage of net sales, research and development expenses were 4.4% in the 1997
period compared to 5.9% in the 1996 period.  Management  believes current levels
of R&D expenditures will not have a material adverse effect on the Company.

Interest  expense  was $0.6  million in the first  quarter of 1997 a decrease of
$0.1 million  compared to the comparable  1996 period,  principally due to lower
interest rates associated with the Company's  current credit agreement  compared
to its former credit agreement.

Year Ended  March 30, 1997
Compared to
Year Ended  March 31, 1996

Net sales for the year ended March 30, 1997 were $83.9  million,  an increase of
$10.3 million or 13.9% primarily as a result of the acquisition of the Company's
thermoplastic business in May 1995. Excluding the Company's  thermoplastic,  net
sales increased $0.2 million or 0.3%.

Cost of goods sold for the year  ended  March 30,  1997  totaled  $57.1  million
compared to $45.8 million for the year ended March 31, 1996.  The 24.8% increase
was  primarily  related  to a sales  mix  that  favored  lower-margin  products,
particularly  thermoplastic products.  Excluding the effect of the thermoplastic
acquisition,  cost of goods sold was $29.3  million for the year ended March 30,
1997 compared to $28.6 million for the year ended March 31, 1996.

Selling and  administrative  expenses  for the year ended March 30, 1997 totaled
$14.9  million,  an increase of $0.6 million or 4.5% compared to a year earlier.
The increase was principally a result of the  acquisition.  Excluding the effect
of the acquisition,  selling and administrative  expenses were $11.4 million for
the year ended March 30, 1997 compared to $11.5 million for the 1996 period.

Research  and  development  expenses for the year ended March 30, 1997 were $2.7
million  compared to $3.1 million a year  earlier.  Expenses  were lower for the
year ended March 30, 1997 due to  cost-cutting  measures put in place at the end
of 1996. As a percentage of net sales,  research and  development  expenses were
3.2% for the year ended  March 30,  1997  compared  to 4.3% for a year  earlier.

Restructuring charge - The Company incurred a $4.0 million  restructuring charge
in the fourth  quarter of fiscal year 1996 and is described in the 1996 form 10K
under the caption "management discussion and analysis of financial condition and
results of  operations  - year ended  December  31, 1996  compared to year ended
December 31, 1995 - restructuring charge."

Interest expense for the year ended March 30, 1997 was $2.6 million,  a decrease
of $0.2 million or 6.3% compared to a year earlier. The decrease was principally
due to lower  interest  rates  associated  with  the  Company's  current  credit
agreement compared to its former credit agreement.

Liquidity and Capital Resources
-------------------------------

The Company  finances  working  capital  requirements  and capital  expenditures
through  internally  generated  funds,  revolving  credit  and  working  capital
requirements  and capital  borrowings.  During the quarter ended March 30, 1997,
the  Company  repaid $0.1  million  more of bank debt than it  borrowed,  as the
result of minimal changes in working capital requirements.

The Company's sales are highly  seasonal,  with domestic  revenues tending to be
highest in the second and third quarter of the year consistent with the domestic
highway maintenance and construction season. The Company builds working capital,
principally  accounts  receivable  and  inventory,  during  the second and third
quarters to support  sales.  Positive  cash flow from  operations  is  generally
realized in the third  quarter as cash  collections  are higher than  production
levels  and in the  fourth  quarter  of  the  year  as  production  and  related
expenditures   seasonally   decline  and  accounts   receivable  are  collected.
Conversely,  the Company generally  experiences  negative cash flow in the first
quarter,  when sales are lower,  and in the second quarter,  when the Company is
building working capital but has not yet collected  revenues from second quarter
sales. The Company has historically borrowed funds available under its revolving
credit facilities to fund working capital during these quarters.  As a result of
seasonal fluctuations and lower than expected working capital needs, the Company
realized $1.2 million from operating activities in the first quarter of 1997 and
$1.6 million from operating activities in the first quarter of 1996. The Company
realized  $12.9  million from  operating  activities in the year ended March 30,
1997, compared to $4.2 million from operating activities in the year ended March
31,  1996.  The $8.7  million  increase in cash flow from  operating  activities
resulted  largely from $3.2 million in lower  operating  income offset by a $4.0
million non-cash restructuring charge and $8.0 million in net changes in current
assets and liabilities.

At March 30,  1997,  the  Company's  outstanding  borrowings  under  its  credit
agreement consisted of $23.8 million of term loans and $7.0 million of revolving
loans. During the balance of 1997, $1.9 million of term loans become due, and an
additional $2.5 million of term loans become due during 1998. At March 30, 1997,
the additional  amount  available  under the revolving  portion of the Company's
credit  agreement  after  consideration  of all borrowing base  limitations  and
outstanding loans was $13.0 million.

The Company expects capital expenditure  spending for additions and replacements
to approximate $4.0 million in 1997 and $4.0 million in 1998, with funding to be
provided principally from internally generated funds.

Adoption  of  new  accounting   standards   
-----------------------------------------
Effective for periods ending after December 15, 1997, the Company is required to
adopt SFAS 128  (Statement of Financial  Accounting  Standards No. 128 "Earnings
Per  Share").  SFAS 128 requires  companies  is to  calculate  basic and diluted
earnings  per share based upon  standards  designed to provide  consistency  and
compatibility  with  calculations  of  other  countries  and  with  that  of the
International  Accounting  Standards  Committee.  The  Company  does not  expect
earnings per share as reported to be materially  different than basic or diluted
earnings per share to be reported upon adoption of the new accounting standard.

The Company currently uses the major portion of its  manufacturing  capacity but
has determined  that the capacity is adequate for 1997.  The Company  expects to
expand  capacity in 1998. The Company is currently in  negotiations  to lease or
buy additional space in the Niles, IL area.  However,  there can be no assurance
that these negotiations will be successful.

In October  1995,  the board of directors  authorized  the  repurchase  of up to
500,000  shares of the  Company's  common  stock.  Through  March 30, 1997,  the
Company had purchased  326,000 shares of its common stock at an average price of
$7.19 per share.  Completion of this stock repurchase program is permitted under
the Company's  credit  agreement,  subject to continued  compliance with various
financial covenants.

The Company  expects that cash flow from  operations  and  borrowings  under the
credit  facility  will be  sufficient  to fund working  capital  needs,  capital
expenditures and mandatory  principal payments under the credit facility through
1998.  

From time to time, the Company  considers  possible  acquisitions  of businesses
complimentary  to the  Company's  business.  It is likely  that any  significant
acquisition would be funded with additional long term debt.

This Form 10-Q contains "forward looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995, including (without limitation)
statements as to  expectations,  beliefs and future  financial  performance  and
assumptions  underlying the foregoing related to product demand, ability to meet
short and long term debt requirements,  expected cash flow from operations,  and
projected  capital spending levels.  The actual results or outcomes could differ
materially  from those discussed in the particular  forward  looking  statements
based on a number of factors,  including;  (i)  changes in economic  conditions;
(ii) pricing and other actions taken by competitors;  (iii)  government  funding
(or perceptions  regarding such funding) of highway construction  projects;  and
(iv) the Company's ability to develop and protect its proprietary technology and
to react to increased competition resulting from expiring patents.

<PAGE>

                           Part II - Other Information
                           ---------------------------

Item 6 - Exhibits and Reports of Form 8-K

(A)  Exhibits

        10.1   Employment agreement dated as of March 22, 1997 between
               the Company and Robert E. Stutz

        10.2   Non-qualified stock option agreement dated as of March 22, 1997
               between Robert E. Stutz and the Company

        10.3   Stimsonite Corporation Executive Officers
               1997 Incentive Compensation Plan

        11.1   Statement Regarding Computation of Per Share Earnings.

        27.1   Financial Data Schedule

(B)  Reports on Form 8-K
     There were no reports on Form 8-K filed during the quarter  ended March 31,
     1997.



<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 May 14, 1997                 STIMSONITE CORPORATION


                                   /s/THOMAS C. RATCHFORD
                                   ----------------------
                                   Thomas C. Ratchford
                                   Vice President-Finance, Treasurer,
                                   Secretary and Chief Financial Officer
                                   (Its Duly Authorized Officer and
                                   Principal Financial and Accounting Officer)


<PAGE>

                                  Exhibit Index
                                  -------------
Exhibit
Number                Description
------                -----------


10.1   Employment agreement dated as of March 22, 1997 between
       the Company and Robert E. Stutz

10.2   Non-qualified stock option agreement dated as of March 22, 1997
       between Robert E. Stutz and the Company

10.3   Stimsonite Corporation Executive Officers
       1997 Incentive Compensation Plan

11.1   Statement Regarding Computation of Per Share Earnings

27.1   Financial Data Schedule