---

#### UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

---

Form 10-K/A(Mark One)

#### [  X  ]   Annual report pursuant to
       Section 13 or 15(d) of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2001
or
[      ]  Transition report pursuant to Section 13 or 15(d) of the
        Securities Exchange Act of 1934For the transition period from _____ to _____

#### Commission file number 0-22696

### DISC GRAPHICS, INC.(Exact Name of Registrant as specified in its charter)

|                                                                       |                                            
|---------------------------------------------------------------------- | -------------------------------------------
|Delaware(State or other jurisdiction
of incorporation or organization) | 13-3678012(IRS Employer Identification No.)
|                                                                       |                                            
|10 Gilpin Avenue, Hauppauge,
New York                                  | 11788                                      
|(Address of Principal
Executive Offices)                               | (Zip Code)                                 
|                                                                       |                                            
|Registrant's telephone number,
including area code:                    | (631) 234-1400                             

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

|               |                                          
|-------------- | -----------------------------------------
|Title of Class | Name of each
exchange on which registered
|None           | None                                     

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

| |                             
| | ----------------------------
| | Common Stock,
$.01 par value
| |                             

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 ]

At April 26, 2002, the aggregate market value of the voting and non-voting
stock held by non-affiliates of Registrant was approximately $4,002,295,
based on the closing price of the Common Stock on the Nasdaq Stock Market on
that date.

At April 26, 2002, the Registrant had outstanding 5,518,242 shares of Common
Stock, $.01 par value per share.

EXPLANATORY NOTE: This Form 10-K/A Amendment No. 1 is being filed in order to
include information required by Part III, Items 10 - 13, originally intended to
be incorporated by reference to the information to be included in the
Registrant's proxy statement for its 2002 Annual Meeting of Stockholders, which
information is required to be filed as an amendment to the Registrant's Form
10-K because the Registrant does not expect to file its definitive proxy
statement within the required 120 days of the end of its fiscal year end.

PART III

Item 10.     Directors and Executive Officers of the
Registrant

The following table sets forth information with respect to the Company's
directors and executive officers as of April 1, 2002.

|                   |  |     |  |                                                                     
|------------------ |  | --- |  | --------------------------------------------------------------------
|Name               |  | Age |  | Position with the Company                                           
|                  
|Donald Sinkin      |  | 54  |  | Chairman, Chief Executive Officer and
    President and a Director  
|                  
|Stephen Frey       |  | 48  |  | Senior Vice President of Operations and
    Secretary and a Director
|                  
|John Rebecchi      |  | 47  |  | Senior Vice President of Marketing
           and a Director        
|                  
|Margaret Krumholz  |  | 42  |  | Senior Vice President of Finance
        and Chief Financial Officer
|                  
|Mark L. Friedman   |  | 54  |  | Director                                                            
|                  
|Daniel A. Levinson |  | 41  |  | Director                                                            
|                  
|Seymour W. Zises   |  | 49  |  | Director                                                            

Donald Sinkin has been Chairman of the
Board, President and Chief Executive Officer and a Director of the Company since 1986. He
also serves as a director and the President and Chief Executive Officer of Disc Graphics Label Group, Inc., Four Seasons
Litho, Inc. and Cosmetic Sampling Technologies, Inc., all of which are wholly-owned subsidiaries of the Company. Mr.
Sinkin joined the predecessor to the Company as Pre-Press Supervisor in 1977 and became Plant Manager in 1982. Prior to
joining the Company, he helped start-up and manage Rutgers Packaging, a division of Queens Group, Inc. d/b/a Queens Litho.
Mr. Sinkin also serves as a director and the President of Horizon Equities, Inc., a New York corporation controlled by
him ("Horizon Equities"), and is the managing member of Spring Hollow Holding, LLC, a New York limited liability company.

Stephen Frey has been the Senior Vice President of Operations of the Company since 1998, the Secretary of the
Company and its predecessor since 1988, and a director of the Company and its predecessor since 1986.  Between 1986 and
August 1998, Mr. Frey was the Vice President of Operations of the Company and its predecessor. Mr. Frey also serves as a
director, Vice President and Secretary of Disc Graphics Label Group, Inc., a director and the Vice President and
Secretary of Four Seasons Litho, Inc., and a director and the Vice President of Operations of Cosmetic Sampling
Technologies, Inc., all of which are wholly-owned subsidiaries of the Company. Mr. Frey joined the predecessor to the
Company in its Pre-Press Department in 1978, became the Supervisor of that department in 1983, and established the
Production and Planning Department in 1985. Mr. Frey served as Chief Operating Officer from 1991 to 1995. Prior to
joining the Company, Mr. Frey held various management positions with Kordet Color Corporation and Terrace Litho. Mr. Frey
also serves on the Board of Directors of the Association of Graphic Communication, a trade organization, as director and
Secretary of Horizon Equities and the managing member of Stephen Ashley, LLC, a New York limited liability company.

John Rebecchi has been the Senior Vice President of Marketing
of the Company since 1998 and a director since October 1995. Between October
1995 and August 1998, Mr. Rebecchi was the Company's Vice President of Sales.
Between October 1995 and January 1996, he also served as the Company's Chief
Financial Officer. Between 1988 and October 1995, Mr. Rebecchi was Vice
President of Marketing and Chief Financial Officer of the Company's predecessor.
He also serves as Vice President and a director of Disc Graphics Label Group,
Inc. and of Four Seasons Litho, Inc. and Vice President of Sales and a director
of Cosmetic Sampling Technologies, Inc., all of which are wholly-owned
subsidiaries of the Company. Mr. Rebecchi joined the Company's predecessor in
its accounting department and in 1983 became the Controller. He took a brief
leave of absence between 1985 and 1988, when he rejoined the Company's
predecessor. He also serves as a director and the Vice President and Treasurer
of Horizon Equities, as the managing member of Tin Box Holding, LLC, a New York
limited liability company, and as a director and the President of 92-37 Metro
Corp., a New York corporation formed for the purpose of acquiring real estate,
 which was closed December 31, 2001.

Daniel A. Levinson has been a director of the Company since 1991.
He is also a director of two of the Company's
subsidiaries, Disc Graphics Label Group, Inc. and Cosmetic Sampling Technologies, Inc. In 1998, Mr. Levinson founded Colt
Capital Group, a niche provider of investment capital, resources and support to small and mid-size growing companies.
Between 1988 and 1998, Mr. Levinson was a group executive of Holding Capital Management Corp., a stockholder of the
Company engaging in activities similar to those of Colt Capital Group. See "Security Ownership of Certain Beneficial
Owners and Management," below.

Seymour W. Zises has been a director of the Company and its predecessor
since 1992, and was a Vice President and Treasurer from August 1992 until
October 1995. He is currently President and Chief Executive Officer of Family
Management Corporation, a registered investment advisory firm in New York City,
which he established in 1989. Additionally, Mr. Zises is the President and Chief
Executive Officer of Family Management Securities, LLC, a registered
broker-dealer.

Mark L. Friedman has been a director of the Company since April 1996
and was a Vice President, Secretary and director of RCL Capital Corp., which
acquired the Company's predecessor in 1995, from August 1992 until October 1995.
He has been a Managing Partner of Constellation Partners, LLC,  an
investment and merchant banking firm, since September 2001. From February 1995 to
April 1999 he was counsel to the law firm of Baer Marks & Upham LLP. From
January 1993 through January 1995 he was counsel to the law firm of Proskauer
Rose LLP. From 1982 through January 1993 he was (individually or through a
professional corporation) a partner of the law firm of Shea & Gould. From July
1996 to July 1997, Mr. Friedman served as corporate secretary of a private
company which in July 1997 filed a voluntary petition under Chapter 11 of the
United States Bankruptcy Code.

Margaret M. Krumholz is Senior Vice President of Finance and Chief Financial Officer of the Company. Ms. Krumholz
joined the Company's predecessor in 1994 and served as Controller until 1996 when she was elected Chief Financial
Officer. She was elected Senior Vice President of Finance in August 1998. Prior to joining the Company, Ms. Krumholz held
various financial and accounting positions, including Corporate Finance Manager for General Foods Baking Company, and
received her C.P.A. while employed with PricewaterhouseCoopers, LLP.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors, and certain stockholders
owning more than 10% of any class of the Company's equity securities ("10%
Stockholders") to file reports with the SEC indicating their ownership of
securities of the Company and any changes in such ownership. Executive officers,
directors and 10% Stockholders are required to provide copies of these reports
to the Company. Based on a review of copies of all such reports filed with
respect to fiscal 2001, as well as certain written representations provided to the
Company by executive officers, directors and certain 10% Stockholders, the
Company believes that all such reports required to be filed with respect to
fiscal 2001 have been filed in a timely manner.

Item 11.      Executive Compensation

Summary of Compensation

The following table summarizes the compensation earned by or paid to
the Company's Chief Executive Officer and the Company's other named executive
officers (as such term is defined under rules promulgated under the Securities
Exchange Act of 1934) during 2001 who were officers as of December 31, 2001
(collectively, the "Named Executives") for their services to the Company and its
subsidiaries during fiscal 1999, 2000 and 2001:

Summary Compensation Table

|                                  |                        |        |  |           |  |             |  |                             |  |                       |  |                                     |  |                                  |  |                             
|--------------------------------- | ---------------------- | ------ |  | --------- |  | ----------- |  | --------------------------- |  | --------------------- |  | ----------------------------------- |  | -------------------------------- |  | ----------------------------
|                                  | Long-Term Compensation
|                                 
|                                  | Annual Compensation    | Awards |  | Payouts   | 
|                                 
|Name and
PrincipalPosition        |                        | Year   |  | Salary($) |  | Bonus($)(1) |  | Other AnnualCompensation($) |  | RestrictedStockAwards |  | SecuritiesUnderlyingOptions/SARs(#) |  | Long TermIncentivePlanPayouts($) |  | All OtherCompensation($) (2)
|                                 
|Donald Sinkin,                    |                        | 2001   |  | $263,625  |  | $0          |  | $0                          |  | $0                    |  | $0                                  |  | $0                               |  | $26,250                     
|Chairman,                         |                        | 2000   |  | 315,004   |  | 0           |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 26,849                      
|President and                     |                        | 1999   |  | 289,400   |  | 115,760     |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 26,090                      
|Chief
Executive
Officer           |                       
|                                 
|Stephen Frey,                     |                        | 2001   |  | $181,034  |  | $0          |  | $0                          |  | $0                    |  | $0                                  |  | $0                               |  | $8,377                      
|Senior Vice                       |                        | 2000   |  | 206,468   |  | 0           |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 9,489                       
|President of                      |                        | 1999   |  | 185,220   |  | 74,088      |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 7,669                       
|Operations                        |                       
|                                 
|John Rebecchi,                    |                        | 2001   |  | $195,531  |  | $0          |  | $0                          |  | $0                    |  | $0                                  |  | $0                               |  | $9,773                      
|Senior Vice                       |                        | 2000   |  | 194,500   |  | 0           |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 14,737                      
|President of                      |                        | 1999   |  | 185,220   |  | 74,088      |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 15,563                      
|Marketing                         |                       
|                                 
|Margaret Krunholz,                |                        | 2001   |  | $175,672  |  | $0          |  | $0                          |  | $0                    |  | $0                                  |  | $0                               |  | $14,025                     
|Senior Vice                       |                        | 2000   |  | 179,800   |  | 0           |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 16,605                      
|President of                      |                        | 1999   |  | 171,150   |  | 68,460      |  | 0                           |  | 0                     |  | 0                                   |  | 0                                |  | 15,461                      
|Finance andChief FinancialOfficer |                       

----------------------------

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | For Messrs. Sinkin, Frey and Rebecchi, the total bonus amounts shown in this column were payable under the
           employment agreements described below under "Employment Contracts and Termination of Employment and Change in
                                                       Control
Arrangements."                                                                                                                                                                                                                                                       
|   
|(2) | For fiscal 2001, all Other Compensation includes: (a) $18,789, $5,000, $5,967, $2,847 of premiums paid by the
          Company for certain life and disability insurance policies for Messrs. Sinkin, Frey, Rebecchi, and Ms. Krumholz
           respectively; (b) Company contributions under the Company's 401(k) Retirement Plan of $3,261, $1,757, $2,456,
            $2,178 to Messrs. Sinkin, Frey, Rebecchi and Ms. Krumholz respectively; and (c) miscellaneous car allowances
                                                     for each named
executive.

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

The Company is party to employment agreements dated as of June 28, 1995 with each of Messrs. Sinkin, Frey and
   Rebecchi. Each agreement provides for an annual base salary, annual salary increases calculated with reference to the
  Consumer Price Index ("CPI"), bonus compensation based on the Company's
    performance (as measured by its gross revenues and its earnings before
    interest, taxes, depreciation and amortization), and a monthly car
    allowance. Bonuses under
  these agreements cannot exceed 100% of an employee's base salary. If in any
      year the Company does not meet the specific performance requirements set
      forth in these agreements, the Company will be obligated to pay, in lieu
      of bonus
     compensation, incentive compensation pursuant to a management incentive plan. The amounts paid to each of Messrs.
   Sinkin, Frey and Rebecchi under his employment agreement are set forth above in the "Summary Compensation Table." In
     addition, the Company will pay a fee to each of these executives for any
    Company loans which they have personally guaranteed. Each of these
    employment agreements also provides for continued payments of salary, bonus
    and incentive
  compensation for two years in the event of the death, disability or termination without cause of the officers party to
   these agreements. These agreements require the executives to dedicate substantially all of their business time to the
  Company's affairs. The agreements terminated on December 31, 2001 in
  accordance with their terms; however, the Company and the executives have
  agreed to continue their employment relationships under the terms of the
  employment agreements
                                        until otherwise terminated by either party.

The Company has also entered into an employment agreement dated December 15, 1998 with Margaret M. Krumholz. The
 agreement with Ms. Krumholz provides for an annual base salary, annual salary increases calculated with reference to the
   Consumer Price Index, bonus compensation based upon the Company's performance
   (as described above in relation to the employment contracts with Messrs.
   Sinkin, Frey and Rebecchi), and monthly car, gas and cellular telephone
   allowances.  Her agreement also provides for the payment of salary, incentive
   compensation and bonus for two years following her death, disability or
   discharge without cause, which includes a change of control, among other
   things. This agreement terminated on December 31, 2001 in accordance with its terms; however, the
 Company and Ms. Krumholz have agreed to continue their employment relationship
 under the terms of this employment agreement until otherwise terminated by
 either party.

1995 Incentive Stock Option Plan

In 1995, the Company adopted the Disc Graphics, Inc. 1995 Incentive
 Stock Option Plan (the "1995 Stock Incentive Plan") in order to advance the
 interests of the Company by encouraging and enabling the acquisition of a
 larger personal proprietary interest in the Company by key employees and directors of, and
   consultants to, the Company and its subsidiaries upon whose judgment and keen
   interest the Company is largely dependent for the successful conduct of its
     operations. The 1995 Stock Incentive Plan provides for the grant of
  incentive stock options within the meaning of Section 422 of the Internal
  Revenue Code of 1986, as amended (the "Code"), non-qualified stock options not
  meeting the
 requirements                                           of Section 422 of the
                                                        Code, stock appreciation
                                                        rights, restricted
                                                        stock, performance
                                                        grants and other types
                                                        of awards.

The 1995 Stock Incentive Plan, which is administered by the
  Incentive Stock Option Committee of the Board of Directors (currently
  comprised of Mark L. Friedman and Daniel Levinson), authorizes the granting of
  options to purchase
 up to a maximum of 500,000 shares of Common Stock, which may be either newly
 issued shares, treasury shares, re-acquired shares, shares purchased in the
 open market or any combination thereof. Incentive stock options generally may
 be granted
      at an exercise price of not less than the fair market value of shares of Common Stock on the date of grant, and
  non-qualified stock options may be granted at an exercise price determined by the Incentive Stock Option Committee. If
 any award under the 1995 Stock Incentive Plan terminates, expires unexercised,
   or is canceled, the shares of Common Stock that would otherwise have been
   issuable pursuant thereto will be available for issuance pursuant to the
   grant of new
  awards.   As of April 26, 2002, the Company had
                                        outstanding options to purchase an
                                        aggregate of 365,163 shares of Common
                                        Stock under the 1995 Stock Incentive
                                        Plan.

Option/SAR Grants

The following table describes the options to purchase shares of
  Common Stock granted to the Named Executives during fiscal 2001 and the
  potential value of such options at the end of their terms, assuming certain
  levels of stock
                                                    price appreciation:

Option/SAR Grants in Fiscal 2001

|                     |                   |                                                       |                                                                                                                       |                                                             |  |                                |  |                |  |        |  |       
|-------------------- | ----------------- | ----------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------- |  | ------------------------------ |  | -------------- |  | ------ |  | ------
|                    
|                     | Individual Grants |                                                       | Potential Realizable Value
                 at Assumed Annual Rates of StockPrice Appreciation
for Option Term (1)(2)
|                    
|Name                 |                   | Number of
SecuritiesUnderlyingOptions/SARsGranted (#) |                                                                                                                       | % of totalOptions/SARsGranted toEmployees inFiscal Year (3) |  | Exercise orBase price($/share) |  | ExpirationDate |  | 5% ($) |  | 10%($)
|                    
|Donald Sinkin        |                   | N/A                                                   |                                                                                                                       | N/A                                                         |  | N/A                            |  | N/A            |  | N/A    |  | N/A   
|                    
|Stephen Frey         |                   | N/A                                                   |                                                                                                                       | N/A                                                         |  | N/A                            |  | N/A            |  | N/A    |  | N/A   
|                    
|John Rebecchi        |                   | N/A                                                   |                                                                                                                       | N/A                                                         |  | N/A                            |  | N/A            |  | N/A    |  | N/A   
|                    
|Margaret M. Krumholz |                   | N/A                                                   |                                                                                                                       | N/A                                                         |  | N/A                            |  | N/A            |  | N/A    |  | N/A   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | All options are either incentive or non-qualified stock options granted
         under the Company's 1995 Incentive Stock Option Plan. All options were
         granted with an exercise price greater than or equal to the fair market
         value on the date of grant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   
|(2) | Potential realizable values reflect the difference between the option
         exercise price on the date of grant and the fair market value of the
         Company's Common Stock at the end of the option term, assuming 5% and
         10% compounded annual appreciation of the stock price from the date of
         grant until the expiration of the option. The 5% and 10% appreciation
         rates are assumed pursuant to rules promulgated by the SEC and do not
         reflect actual historical or projected rates of appreciation of the
         Common Stock. The foregoing values do not reflect appreciation actually
         realized by the Named Executives. See "Option/SAR Exercises and
         Values," below.
|   
|(3) | For purposes of calculating these percentages, the total number of options granted to all employees in fiscal 2001
        was 0.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

Option/SAR Exercises and Values

The following table provides certain information concerning the
exercise of stock options during 2001 and the value of unexercised options to
purchase shares of Common Stock and SAR's held by the Named Executives as of
December 31, 2001.

Aggregated Option/SAR Exercises in Fiscal 2001 and
                        Fiscal Year End Option/SAR Values

`Number of                       Value of
                                                              Securities Underlying                Unexercised
                                                                   Unexercised                    In-the-Money
                                                                 Options/SARs at                 Options/SARs at
                                                               Fiscal Year End (#)           Fiscal Year End ($)(1)
                                                          ---------------------------------------------------------------

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

Donald Sinkin          0              N/A            0              0               0               0

Stephen Frey           0              N/A            0              0               0               0

John Rebecchi          0              N/A            0              0               0               0

Margaret M. Krumholz   0              N/A       50,000              0               0               0`

------------------

|    |                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The fair market value per share of Common Stock on December
                   31, 2001 was $1.17 based on the closing price on the Nasdaq
                   National Market System on December 31, 2001 which was the
                   last trading day of the year.

Compensation Committee Interlocks and Insider Participation in
Compensation Decisions

As indicated above, Messrs. Sinkin, Levinson and Zises served as members of the Compensation Committee
    during the 2001 fiscal year. Mr. Sinkin is the Chairman of the Board, President and Chief Executive Officer of the
 Company and Director and the President and Chief Executive Officer of Disc Graphics Label Group, Inc., Cosmetic Sampling
              Technologies, Inc. and Four Seasons Litho, Inc., all wholly owned subsidiaries of the Company.

The Company leases a 55,000 square foot building in Hauppauge, New York from Horizon Equities L.P., a
     Delaware limited partnership ("Horizon") under a 15 year lease that will terminate on December 31, 2007. Horizon
    Equities, Inc., the corporate general partner of Horizon, is owned by Messrs. Sinkin, Frey and Rebecchi, executive
  officers and directors of the Company, and one other employee of the Company. The limited partners of Horizon include,
 among others, Holding Capital Management Corp. (which owns more than five percent of the Company's outstanding shares of
    Common Stock) and one of its affiliates, and Investment Services Corp., an affiliate of Mr. Levinson. The aggregate
   payments made by the Company in 2001 for rental of the building were
  $348,000. The Company believes that the terms of the building lease are at
  least as favorable to the Company as the terms for an equivalent lease which
  could have been
                                         obtained from unaffiliated third parties.

Report of the Compensation Committee on Executive Compensation

The compensation of the Company's executive officers is generally
    determined by either the Board of Directors or the Compensation Committee of
    the Board of Directors, subject to approval by the Board of Directors, and
    subject to
       applicable employment agreements. See "Compensation of Executive Officers -- Employment and Change in Control
 Arrangements." Each member of the Compensation Committee, except for Donald Sinkin, is a director who is not an employee
                                         of the Company or any of its affiliates.

General Policies

The Company's compensation programs are intended to enable the
   Company to attract, motivate, reward and retain the management talent
   required to achieve its corporate objectives, and thereby increase
   shareholder value. It is the
  Company's policy to provide incentives to its senior management to achieve
    both short-term and long-term objectives and to reward exceptional
    performance and contributions to the development of the Company's
    businesses. To attain these
  objectives,                                    the Company's executive
                                                 compensation program includes a
                                                 competitive base salary, cash
                                                 incentive bonuses and
                                                 stock-based compensation.

Stock options are granted to employees, including the Company's
   executive officers, by the Incentive Stock Option Committee under the
   Company's 1995 Incentive Stock Option Plan. The Committee believes that stock
   options provide an
 incentive that focuses the executive's attention on managing the Company from
   the perspective of an owner with an equity stake in the business. Incentive
   stock options are awarded with an exercise price equal to the market value of
   Common
  Stock on the date of grant, and all options have a maximum term of ten years
  and generally become exercisable not less than six months from the date of
  grant. Among the Company's executive officers, the number of shares subject to
  options
 granted to each individual generally depends upon the level of that officer's
   responsibility. Subsequent to the adoption of the Company's 1995 Incentive
   Stock Option Plan, the largest grants generally have been awarded to the most
   senior
  officers who, in the view of the Incentive Stock Option Committee, have the
 greatest potential impact on the Company's profitability and growth. Previous
 grants of stock options are reviewed but are not considered the most important
 factor
                    in determining the size of any executive's stock option award in a particular year.

Relationship of Compensation to Performance

The Compensation Committee annually establishes, subject to the
  approval of the Board of Directors and any applicable employment agreements,
  the salaries that will be paid to the Company's executive officers during the
  coming
      year. In setting salaries, the Compensation Committee takes into account
  several factors, including competitive compensation data, the extent to which
  an individual may participate in the stock plans maintained by the Company,
  and
 qualitative                                           factors bearing on an
                                                       individual's experience,
                                                       responsibilities,
                                                       management and leadership
                                                       abilities, and job
                                                       performance.

For fiscal 2001, pursuant to the terms of their employment agreements with the Company, Donald Sinkin, Stephen
    Frey, John Rebecchi, and Margaret Krumholz each received a base salary. See "Compensation of Executive Officers --
   Employment Contracts and Termination of Employment and Change in Control
  Arrangements." During fiscal 2001, a salary reduction of 30% was implemented
  for Donald Sinkin as well as a salary reduction of 20% for each of Stephen
  Frey, John
                        Rebecchi, and Margaret Krumholz.

Compensation of Chief Executive Officer

For fiscal 2001, pursuant to the terms of his employment agreement with the Company, Donald Sinkin received an
   annual base salary. See "Compensation of Executive Officers -- Employment Contracts and Termination of Employment and
  Change in Control Arrangements." In light of this employment agreement, the Compensation Committee was not required to
                             make any decision regarding the cash compensation of Mr. Sinkin.

| |                                                                            
| | ---------------------------------------------------------------------------
| | Compensation Committee
  Daniel Levinson
  Donald Sinkin
  Seymour W. Zises

Directors' Compensation

Directors who are officers of the Company receive no additional
    compensation for serving on the Board or any Board committee. For 2001, the
    Company paid an annual fee to certain non-employee directors of $10,000 each
    for
     service on the Board, plus $500 for each committee meeting attended. Accordingly, the Company paid $11,500 to Mr.
 Friedman and $11,000 to Mr. Zises in 2001. Pursuant to the 1995 Incentive Stock Option Plan, the Company has also agreed
    to grant annually to each member of the Incentive Stock Option Committee for
  service on that Committee an option to purchase 1,000 shares of Common Stock
  on January 1 of each year. This arrangement will terminate in 2005, in
  accordance with the 1995 Incentive Stock Option Plan. On January 1, 2001, the
  Company granted to Mr. Friedman and Mr. Levinson an
   option to purchase 1,000 shares of Common Stock at an exercise price of
   $1.4375 per share, which was the fair market value of the Common Stock at the
   time of grant. These options vested on July 1, 2001 and will expire on
   December 31,
                                      2010.

Company Performance Graph

The following chart compares changes in the cumulative total
   shareholder return on Disc Graphics' stock from December 31, 1995 through
   December 31, 2001 to those of all United States companies listed in the
   Nasdaq Stock Market
 (the                    "Nasdaq Stock Market Index"), and to a peer group of
                         United States companies in the printing, publishing and
                         allied industries that are listed in the Nasdaq Stock
                         Market (the "Peer Group").

The Company's Common Stock began trading on the OTC Bulletin Board on
 November 19, 1993, and the average of the bid and asked prices on that date was
 $4.375. The performance graph below was prepared by Zacks Investment
 Research.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
                   AMONG DISC GRAPHICS, INC., THE NASDAQ STOCK MARKET (U.S.) INDEX
                    AND A PEER GROUP THROUGH DECEMBER 31, 2001

December 31,
           _________________________________________________________

`1996       1997     1998    1999      2000       2001
                     ----       ----     ----    ----      ----       ----

Disc Graphics, Inc.  $ 100     $218.24  $215.21  $148.51  $  69.71   $  56.74

Market Index         $ 100     $122.48  $172.68  $320.90  $ 193.02   $ 153.16

Peer Group           $ 100     $126.22  $135.27  $157.62  $ 143.86   $ 139.70`

-------------------

|  |                                                                                                                                                                                                                       
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Assumes $100 invested on December 31, 1996 in the Company's Common Stock, the
         Nasdaq Stock Market Index and a Peer Group. Assumes reinvestment of
         dividends. The Company has not paid any dividends.

Security Ownership of Certain Beneficial Owners and Management

As of April 26, 2002, the Company's authorized capital stock consists
of Common Stock, and Preferred Stock, par value $.01 per share (the "Preferred
Stock"). On April 26, 2002, there were 5,548,761 shares of Common Stock
outstanding, of which 30,519 shares were held in treasury, and no shares of
Preferred Stock outstanding.

The Company had outstanding as of April 26, 2002, 1,000,000 Common
Stock Purchase Warrants, 250,000 of which are exercisable to purchase Common
Stock at $7.00 per share, 250,000 of which are exercisable to purchase Common
Stock at $8.00 per share, 250,000 of which are exercisable to purchase Common
Stock at $9.00 per share, and 250,000 of which are exercisable to purchase
Common Stock at $10.00 per share (the "Merger Warrants"). The outstanding Merger
Warrants will expire on November 9, 2002.

Security Ownership of Certain Beneficial Owners

The following table sets forth certain information regarding the
beneficial ownership of the Company's voting securities by each person known by
the Company to be the beneficial owner of more than 5% of the Company's voting
securities as of April 1, 2002. Unless otherwise indicated, the persons named in
the table below have sole voting and investment power with respect to all shares
shown as beneficially owned by them. The inclusion of any shares for any
stockholder in the table below shall not be deemed an admission that such
stockholder is, for any purpose, the beneficial owner of such shares.

`Amount and
                                                 Nature of
                     Name and Address of         Beneficial           Percentage
Title of Class       Beneficial Owner            Ownership             of Class
--------------       -----------------           ----------           ---------

Common Stock,        Donald Sinkin               1,751,066(1)         (29.69%)
$0.01 par value      10 Gilpin Avenue,
                     Hauppauge, New York 11788


                     Stephen Frey                  651,979(2)         (11.51%)
                     10 Gilpin Avenue,
                     Hauppauge, New York 11788

                     John Rebecchi                 617,186(3)         (10.91%)
                     10 Gilpin Avenue,
                     Hauppauge, New York 11788

                     Allen & Company           350,827(4)          (6.26%)                                      Incorporated
                     711 Fifth Avenue
                     New York, New York 10022

                     Holding Capital               395,634(5)          (7.04%)
                     Management Corp.
                     685 Fifth Avenue,
                     New York, New York 10022`

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Donald Sinkin is Chairman of the Board, President and Chief Executive Officer of the
              Company.  The number of shares of Common Stock shown in the table as beneficially owned by Mr. Sinkin
           includes the following: 1,370,698 shares owned directly by Mr. Sinkin and indirectly by his spouse and a
              limited liability company controlled by him; and Merger Warrants to purchase 380,368 shares of Common
             Stock owned directly by Mr. Sinkin and indirectly by the same
                limited liability company. Of the total number of shares
                reported as beneficially owned, Mr. Sinkin shares investment
                power with respect to 158,044 shares.                                                                                                                                                                                                                                     
|   
|(2) | Stephen Frey is a director and the Senior Vice President of Operations and Secretary of the Company.
                 The number of shares of Common Stock shown in the table as beneficially owned by Mr. Frey includes
              507,387 shares owned directly by Mr. Frey and indirectly by a limited liability company controlled by
                 him; and Merger Warrants to purchase 144,592 shares of Common Stock owned directly by Mr. Frey and
                       indirectly by the same limited liability company. Of the
                               total number of shares reported as beneficially
                               owned, Mr. Frey shares investment power with
                               respect to 158,044 shares.                                                                                                                                                                                                       
|   
|(3) | John Rebecchi is a director and the Senior Vice President of Sales and Marketing of the Company.  The
                 number of shares of Common Stock shown in the table as beneficially owned by Mr. Rebecchi includes
             480,322 shares owned directly by Mr. Rebecchi and indirectly by a limited liability controlled by him;
                  and Merger Warrants to purchase 136,864 shares of Common Stock owned directly by Mr. Rebecchi and
                       indirectly by the same limited liability company. Of the
                           total number of shares reported as beneficially
                           owned, Mr. Rebecchi shares investment power with
                           respect to 158,044 shares.                                                                                                                                                                                                              
|   
|(4) | Allen & Company Incorporated is a New York corporation ("Allen & Co.").  The number of shares of Common
            Stock shown in the table as beneficially owned by Allen & Co. includes the following: 264,915 shares of
                  Common Stock and Merger Warrants to purchase an additional 85,912 shares of Common Stock.   Allen
           Holding Inc., a Delaware corporation ("Allen Holding"), is an affiliate of Allen & Co. that is deemed to
            own beneficially all of the shares reported on the table above as owned by Allen & Co.  The information
             regarding ownership of Common Stock by Allen & Co. and Allen Holding was contained in a Schedule 13G/A
             dated February 14, 2002 and filed with the SEC on February 14, 2002.  According to the Schedule 13G/A,
             Allen & Co. has sole voting and investment power with respect to all shares reported as beneficially
                    owned.
|   
|(5) | Holding Capital Management Corp. is a Connecticut corporation ("Holding Capital").  The number of shares
             of Common Stock shown in the table as beneficially owned by Holding Capital includes 292,551 shares of
                  Common Stock and Merger Warrants to purchase an aggregate of
                 103,092 shares of Common Stock. The information regarding
                 ownership of Common Stock by Holding Capital was furnished to
                 the Company by Holding Capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Security Ownership of Management

The following table sets forth certain information as to each
      class of outstanding equity securities of the Company beneficially owned
      as of April 1, 2002 by: (i) each director and nominee; (ii) the Company's
      Chief Executive
       Officer and the other four most highly compensated executive officers who
  were officers as of December 31, 2001 (the "Named Executives"); and (iii) all
  current directors and executive officers as a group. No executive officer or
  director
     of the Company owns securities of any parent or subsidiary of the Company,
  except as indicated in the footnotes to the table below. Unless otherwise
  indicated, the persons named in the table below have sole voting and
  investment power with
   respect to all shares shown as beneficially owned by them. The inclusion of
     any shares for any stockholder in the table below shall not be deemed an
     admission that such stockholder is, for any purpose, the beneficial owner
     of such shares.
                             An asterisk denotes beneficial ownership of less
than 1% of the class of securities indicated.

`Amount and
                                              Nature of
                          Name of             Beneficial           Percentage
Title of Class        Beneficial Owner        Ownership             of Class
--------------        ----------------        ---------             --------

Common Stock,         Donald Sinkin           1,751,066(1)             29.69%
$0.01 par value       Stephen Frey              651,979(2)             11.51%
                      John Rebecchi             617,186(3)             10.91%
                      Daniel A. Levinson        264,856(4)              4.74%
                      Seymour W. Zises          176,722(5)              3.19%
                      Mark L. Friedman          173,420(6)              3.13%
                      Margaret M. Krumholz       91,870(7)              1.64%
                                              ---------                -----
                      All directors and       3,727,099                58.46%
                      executive officers
                      as a group`

____________________________________

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | See Note (1) under "Security Ownership of Certain Beneficial Owners" table
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(2) | See Note (2) under "Security Ownership of Certain Beneficial Owners" table
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(3) | See Note (3) under "Security Ownership of Certain Beneficial Owners" table
above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   
|(4) | Includes 200,584 shares owned directly by Mr. Levinson and indirectly
           by a family trust of which he is the trustee; Merger Warrants to
           purchase 57,272 shares of Common Stock owned directly by Mr. Levinson
           and indirectly by such trust; and options granted under the Company's
           1995 Incentive Stock Option Plan to purchase 7,000 shares
            of         Common Stock, of which 6,000 such options were
                       exercisable as of April 26, 2002. Of the total number
                       shares reported as beneficially owned, Mr. Levinson
                       shares investment power with respect to 128,928
shares.
|   
|(5) | Includes 151,722 shares owned directly by Mr. Zises and indirectly
             by a limited liability company controlled by him; and options
             granted under the 1995 Incentive Stock Option Plan to purchase
             25,000 shares of Common Stock,
           all                           of which options were exercisable as of
                                         April 26, 2002. Of the total number
                                         shares reported as beneficially owned,
                                         Mr. Zises shares voting and investment
                                         power with respect to 28,827
shares.                    
|   
|(6) | Includes 70,000 shares held by Constellation Partners, LLC, of which
 Mr. Friedman is the Managing Partner; 72,420 shares held in a joint account with Mr. Friedman's wife; and options to purchase 31,000 shares,
 of which options to purchase 30,000 shares were exercisable as of April 26, 2002.  Mr. Friedman shares voting
 power pursuant to a voting agreement with respect
to all shares reported in the table above.                                                                                                                                                                                                                                                                      
|   
|(7) | Includes 16,870 shares owned directly by Ms. Krumholz and indirectly
           by members of her immediate family; and options to purchase 75,000
           shares pursuant to the 1995 Incentive Stock Option Plan, of which
           options to purchase 50,000 shares were exercisable as of April 26, 2002.
Ms. Krumholz has sole voting and investment power with respect to 76,270 shares
reported above.                                                                                                                                                                                                                                                                                  

Item 13.    Certain Relationships and Related
Transactions

From January 1, 2001 to the present, there have been no
       transactions involving more than $60,000 to which the Company or any of
       its subsidiaries was a party and in which any executive officer, director
       or nominee for director,
     beneficial owner of more than 5% of any class of the Company's voting
        securities, or member of the immediate family of any of the foregoing
        persons, had a material interest, except as indicated in "Compensation
        of Executive Officers," above, and as follows.

The Company leases a 55,000 square foot building in Hauppauge, New
   York from Horizon Equities L.P., a Delaware limited partnership ("Horizon")
   under a 15 year lease that will terminate on December 31, 2007. Horizon
   Equities, Inc.,
  the corporate general partner of Horizon, is owned by Messrs. Sinkin, Frey and Rebecchi, executive officers and directors
     of the Company, and one other employee of the Company.  The limited partners of Horizon include, among others, Holding
    Capital (which owns more than five percent of the Company) and one of its affiliates, and Investment Services Corp., an
   affiliate of Mr. Levinson.  The aggregate payments made by the Company in 2001 for rental of the building were $348,000.
     The                                   Company believes that the terms of
                                           the building lease are at least as
                                           favorable to the Company as the terms
                                           for an equivalent lease which could
                                           have been obtained from unaffiliated
                                           third parties.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities
      Exchange Act of 1934, the Company has duly caused this Amendment No. 1 to
       its Annual Report on Form 10-K to be signed on its behalf by the
       undersigned, hereunto duly authorized.

|               |                                                                                                                                                         
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|               | DISC GRAPHICS, INC.                                                                                                                                     
|April 30, 2002 | By:  /s/ Donald Sinkin
            Donald Sinkin, Chairman of
    the Board, Chief Executive
    Officer and President
    (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
   Amendment No. 1 to the Registrant's Annual Report on Form 10-K has been
   signed below by the following persons on behalf of the Registrant and in the
   capacities and on the dates indicated:

|                                       |  |                                                                                                                   |  |                
|-------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ---------------
|                                       |  |                                                                                                                   |  |                
|Signature                              |  | Title                                                                                                             |  | Date           
|/s/ Donald SinkinDonald Sinkin         |  | Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)                        |  | April 30, 2002 
|/s/ Stephen FreyStephen Frey           |  | Senior Vice President of Operations
Secretary and Director
(Principal Operating Officer)                          |  | April 30,  2002
|/s/ Margaret KrumholzMargaret Krumholz |  | Chief Financial Officer and Senior
Vice President of Finance
(Financial Officer and Principal
Accounting Officer) |  | April 30, 2002 
|/s/ John RebecchiJohn Rebecchi         |  | Senior Vice President of Marketing                                                                                |  | April 30, 2002 
|/s/ Daniel LevinsonDaniel Levinson     |  | Director                                                                                                          |  | April 30,  2002
|/s/ Seymour W. ZisesSeymour W. Zises   |  | Director                                                                                                          |  | April 30, 2002 
|/s/ Mark L. FriedmanMark L. Friedman   |  | Director                                                                                                          |  | April 30, 2002