UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                   Form 10-K/A


                               Amendment No. 1 to
                  Annual Report pursuant to Section 13 or 15(d)
                      of the Securities Exchange At of 1934

                   For the Fiscal Year Ended December 31, 1999
           ----------------------------------------------------------

                         Commission file number 0-22696

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


          Delaware                                       13-3678012
(State or other jurisdiction of                (IRS Employer Identification No.)
  incorporation or organization)

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:   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/A or any
amendment to this Form 10-K/A [ ]

         At March  1,  2000,  the  aggregate  market  value  of the  voting  and
non-voting stock held by non-affiliates  of Registrant was  approximately  $11.2
million,  based on the  closing  price of the Common  Stock on the Nasdaq  Stock
Market on that date.

         At March 1, 2000, the Registrant had  outstanding  5,518,352  shares of
Common Stock, $.01 par value per share.

This Amendment is being filed to include the information required by Part III of
Form 10-K. The Registrant excluded the information  required by Part III of Form
10-K  because  the  Registrant  intended  to  incorporate  that  information  by
reference to its proxy  statement to be filed in connection with the 2000 Annual
Meeting of its stockholders. However, the Registrant does not expect to file its
definitive proxy statement within the required 120 days of the end of its fiscal
year end, and therefore its required to file this Amendment.

<PAGE>
PART III.

ITEM 10. Directors and Executive Officers of the Registrant.


The executives officers and directors of the Company are as follows:

Name of               Age      Principal Occupation                     Director
Director                                                                 Since

Donald Sinkin(1)(4)   52      Donald  Sinkin has been Chairman of         1986
                              the  Board,   President  and  Chief
                              Executive   1986   Officer  of  the
                              Company since 1986.  Mr. Sinkin was
                              elected at the 1998 Annual  Meeting
                              of  Stockholders  for a  three-year
                              term that  will  expire at the 2001
                              Annual Meeting. He also serves as a
                              director  and  the   President  and
                              Chief  Executive  Officer  of  Disc
                              Graphics Label Group, Inc. and Four
                              Seasons   Litho,   Inc.  and  is  a
                              director  and  the   President  and
                              Chief Executive Officer of Cosmetic
                              Sampling  Technologies,  Inc. These
                              entities  are  subsidiaries  of the
                              Company.   Mr.  Sinkin  joined  the
                              Company as Pre-Press  Supervisor in
                              1977 and  became  Plant  Manager in
                              1982. Prior to joining the Company,
                              he helped found 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(1)       46      Stephen  Frey has  been the  Senior         1986
                              Vice President of Operations of the
                              1986 Company since August 1998, the
                              Secretary  of the  Company  and Old
                              Disc since 1988,  and a director of
                              the  Company  and  Old  Disc  since
                              1986.  Mr.  Frey was elected at the
                              1997    Annual    Meeting   for   a
                              three-year term that expires at the
                              2000 Annual  Meeting.  Between 1986
                              and August  1998,  Mr. Frey was the
                              Vice President of Operations of the
                              Company and Old Disc. 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., each
                              of   which   is   a    wholly-owned
                              subsidiary of the Company. Mr. Frey
                              joined 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,

<PAGE>
                              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, and is a director and
                              the  Secretary of Horizon  Equities
                              and the managing  member of Stephen
                              Ashley,  LLC,  a New  York  limited
                              liability company.

John Rebecchi(2)      45      John  Rebecchi  has been the Senior         1995
                              Vice   President   of   Sales   and
                              Marketing of 1995 the Company since
                              August  1998 and a  director  since
                              October  1995.  Mr.   Rebecchi  was
                              elected at the 1997 Annual  Meeting
                              for a three-year  term that expires
                              at the 2000 Annual Meeting. 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 Old Disc.  He
                              also serves as Vice President and a
                              director  of  Disc  Graphics  Label
                              Group,  Inc.;  Vice President and a
                              director  of  Four  Seasons  Litho,
                              Inc.;  and Vice  President of Sales
                              and a director of Cosmetic Sampling
                              Technologies,  Inc.,  each of which
                              is a wholly-owned subsidiary of the
                              Company.  Mr.  Rebecchi  joined Old
                              Disc in its  accounting  department
                              and in 1983  became the  Controller
                              of Old Disc.  He took a brief leave
                              of absence  between  1985 and 1988,
                              when he rejoined Old Disc.  He also
                              serves as a  director  and the Vice
                              President  and Treasurer of Horizon
                              Equities,  the  managing  member of
                              Tin Box  Holding,  LLC,  a New York
                              limited  liability  company,  and a
                              director and the President of 92-37
                              Metro Corp., a New York corporation
                              formed for the purpose of acquiring
                              real estate.

Daniel A.
Levinson(2)(3)(4)     39      Daniel  A.   Levinson  has  been  a         1991
                              director  of the  Company  and  RCL
                              since   October   1991  1991.   Mr.
                              Levinson  was  elected  at the 1998
                              Annual Meeting of Stockholders  for
                              a three-year  term that will expire
                              at the 2001 Annual  Meeting.  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.

<PAGE>
Seymour W. Zises(1)(4)  47    Seymour   W.   Zises   has  been  a         1992
                              director  of  the   Company   since
                              August  1992,  and  1992 was a Vice
                              President and Treasurer from August
                              1992 until October 1995.  Mr. Zises
                              was  elected  at  the  1999  Annual
                              Meeting  of   Stockholders   for  a
                              three-year term that will expire at
                              the  2002  Annual  Meeting.  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(2)(3) 52     Mark  L.   Friedman   has   been  a         1996
                              director of the Company since April
                              1996 and 1996 was a Vice President,
                              Secretary  and director of RCL from
                              August 1992 until October 1995. Mr.
                              Friedman  was  elected  at the 1999
                              Annual Meeting of Stockholders  for
                              a three-year  term that will expire
                              at the 2002 Annual Meeting.  He has
                              been a Senior Managing  Director of
                              Millennium  Capital Group, Ltd., an
                              investment  and  merchant   banking
                              firm,   since  April   1999.   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  40      Margaret M. Krumholz is Senior Vice
                              President   of  Finance  and  Chief
                              Financial  Officer of the  Company.
                              Ms.  Krumholz  joined Disc Graphics
                              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.
<PAGE>
Frank A. Bress        52      Frank A.  Bress  is Vice  President
                              for   Legal   Affairs   and   Human
                              Resource Policy and General Counsel
                              of the  Company.  Mr.  Bress joined
                              the  Company  in  January  1988  as
                              General  Counsel,  and was  elected
                              Vice President for Legal Affairs in
                              August 1998 and Vice  President for
                              Human  Resource  Policy in  October
                              1998.   Prior  to   jointing   Disc
                              Graphics,   Mr.   Bress  served  as
                              principal  outside  counsel  to the
                              Company   from  1988  through  1997
                              while  a  partner  in  various  law
                              firms.  Mr.  Bress was an Associate
                              Professor   of  Law  at  New   York
                              University  School of Law from 1974
                              to 1986, and a Professor of Law and
                              Associate  Dean at Pace  University
                              School of Law from 1986 to 1988.

----------------------------
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Incentive Stock Option Committee
(4) Member of Compensation Committee


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 1999 and furnished to the Company,  as well as certain written
representations  provided to the Company by executive  officers,  directors  and
certain 10% Stockholders,  all such reports required to be filed with respect to
fiscal 1999 have been filed in a timely manner,  except that a transaction  made
by Seymour Zises, a director of the Company, was reported in a Form 5 filed with
the SEC on March 17, 2000.

<PAGE>
ITEM 11. Executive Compensation

          The following table summarizes the  compensation  earned by or paid to
the Company's Chief Executive Officer and the other four most highly compensated
executive  officers  during  1999 who were  officers  as of  December  31,  1999
(collectively, the "Named Executives") for their services to the Company and its
subsidiaries during fiscal 1997, 1998 and 1999.
<TABLE>

                           Summary Compensation Table

                                                                           Long-Term Compensation

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

                                      Annual Compensation                   Awards              Payouts
                                      -------------------                   ------              -------
                                                       Other                                    Long Term
                                                      Annual                  Securities      Incentive    All Other
                                                      Compen    Restricted   Underlying       Plan         Compensa-
Name and                                    Bonus     sation      Stock       Options/        Payouts($)   sation
Principal Position     Year   Salary ($)    ($)(1)     ($)        Awards       SARs(#)                      ($)(2)
------------------     ----   ----------    ------     ---        ------       -------                      ------


<S>                    <C>       <C>         <C>         <C>      <C>          <C>               <C>        <C>
Donald Sinkin,         1999      $289,400    $115,760    0        0            0                 $0         $26,090
Chairman President     1998       275,625     137,813    0        0            0                  0          27,262
and Chief Executive    1997       262,500     157,500    0        0            0                  0          21,123
Officer

Stephen Frey,          1999       185,220      74,088    0        0            0                  0           7,669
  Senior Vice          1998       176,400      88,200    0        0            0                  0           9,820
  President of         1997       168,000     143,425    0        0            0                  0           6,291
  Operations

John Rebecchi,         1999       185,220      74,088    0        0            0                  0          15,563
  Senior Vice          1998       176,400      88,200    0        0            0                  0          12,499
  President of         1997       168,000     145,832    0        0            0                  0           8,937
  Sales and
  Marketing

Margaret Krumholz,     1999       171,150      68,460    0     25,000        25,000               0         15,461
  Senior Vice          1998       163,000      81,500    0     25,000        25,000               0         12,200
  President of         1997       131,291      59,062    0        0            0                  0          1,273
  Finance and
  Chief Financial
  Officer

Frank A. Bress,        1999       157,500      11,100    0     10,000        11,100               0         13,103
  Vice President       1998       150,000      13,500    0      5,000          0                  0          8,153
  for Legal Affairs    1997             0           0    0        0            0                  0              0
  and Human
  Resources Policy
  and General
  Counsel
</TABLE>

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

(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 of Control Arrangements."

(2)       For fiscal 1999, All Other Compensation includes: (a) $20,805, $5,000,
          $8,572 and $3,960 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 $3,005,  $1,384,  $2,021 and 2,501
          to Messrs. Sinkin, Frey, Rebecchi and Ms. Krumholz  respectively;  and
          $2,003 to Mr. Bress;  and (c)  miscellaneous  car  allowances for each
          named executive.

<PAGE>
Option/SAR Grants

         The following  table describes the options to purchase shares of Common
Stock granted to the Named Executives during fiscal 1999 and the potential value
of such  options at the end of their  terms,  assuming  certain  levels of stock
price appreciation.

<TABLE>
                        Option/SAR Grants in Fiscal 1999

                                                      Potential Realizable Value
                                                       at Assumed Annual Rates
                                                     of Stock Price Appreciation
                            Individual Grants          for Option Term (1)(2)
                            -----------------          ----------------------

                                  % of Total
                                    Options/
                 Number of          SARs
                 Securities         Granted to
                 Underlying         Employees    Exercise or
                 Options/ SARs      in Fiscal    Base Price     Expiration
Name             Granted (#)        Year (3)     ($/share)         Date       5%($)     10%($)
----             -----------        --------     ---------         ----       -----     ------


<S>                 <C>              <C>            <C>            <C>         <C>       <C>

Donald Sinkin       0                 n/a           n/a            n/a         n/a       n/a

Stephen Frey        0                 n/a           n/a            n/a         n/a       n/a

John Rebecchi       0                 n/a           n/a            n/a         n/a       n/a

Margaret M.         0                 n/a           n/a            n/a         n/a       n/a
 Krumholz

Frank A. Bress    1,000               5.3%       $4.438          1/1/09    $  7,230   $ 11,510

------------------------
</TABLE>

(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.  Assuming such  appreciation,  on
           January 1, 2009 the per share value would be $7.23 at 5% or $11.51 at
           10% (based on a fair market value of $4.438 on January 1, 2009, which
           was the grant date for the  option  listed in the table  above).  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 1999 was 18,879.
<PAGE>
                         Option/SAR Exercises and Values

          The  following  table  provides  certain  information  concerning  the
exercise of stock options  during 1999 and the value of  unexercised  options to
purchase shares of Common Stock held by the Named  Executives as of December 31,
1999.

               Aggregated Option/SAR Exercises in Fiscal 1999 and
                        Fiscal Year End Option/SAR Values


<TABLE>


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

<S>                 <C>            <C>             <C>                <C>            <C>            <C>
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             25,000             25,000         26,575         $0

Frank A. Bress      0              n/a             0                  0              0              $0
</TABLE>

_____________________

(1)        The fair market  value per share of Common Stock on December 31, 1999
           was $3.063 based on the closing price on the Nasdaq  National  Market
           System on  December  31,  1999 which was the last  trading day of the
           year.

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, 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,  and will
terminate on December 31, 2001.
<PAGE>
          The Company has also entered into employment agreements dated December
15, 1998 with each of Margaret M.  Krumholz  and Frank A. Bress.  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 will terminate on December 31, 2001. The agreement
with Mr.  Bress  provides  for an annual base salary,  annual  salary  increases
calculated  with  reference to the  Consumer  Price  Index,  bonus  compensation
pursuant to a  management  incentive  plan,  and monthly  car,  gas and cellular
telephone  allowances.  His  agreement  also provides for the payment of salary,
incentive compensation and bonus for one year following his death, disability or
discharge without cause, which includes a change of control, among other things.
This agreement will terminate on December 31, 2001.


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 of 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.

         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  Compensation  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 Merger, the largest grants generally
have  been  awarded  to  the  most  senior  officers  who,  in the  view  of the
Compensation  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 1999,  pursuant to the terms of their employment  agreements
with the Company,  Donald Sinkin, Stephen Frey and John Rebecchi each received a
base salary and a cash incentive  bonus based on the Company's  pre-tax  income.
See "Compensation of Executive Officers -- Employment  Contracts and Termination
of Employment and Change of Control  Arrangements." Each of Margaret M. Krumholz
and Frank A. Bress  received a base salary and a cash bonus.  In  addition,  Mr.
Bress was granted options under the 1995 Incentive Stock Option Plan to purchase
1,000  shares at the fair market  value on the date of grant.  The  Compensation
Committee  determined  that these amounts were  appropriate  given the Company's
financial performance, the substantial contribution made by each of Ms. Krumholz
and Mr. Bress to such performance,  and the compensation levels of executives at
companies competitive with the Company.
<PAGE>
Compensation of Chief Executive Officer

         For fiscal 1999, pursuant to the terms of his employment agreement with
the Company,  Donald Sinkin  received a base salary and a cash  incentive  bonus
based on the Company's pre-tax income.  See "Compensation of Executive  Officers
-- Employment  Contracts  and  Termination  of Employment  and Change of 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 1999,  the
Company paid an annual fee to non-employee  directors of $2,500 each for service
on the  Board,  plus  $1,000  for each  Board and  committee  meeting  attended.
Accordingly,  the Company paid $7,500 to Mr. Friedman and $5,500 to Mr. Zises in
1999.  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, 1999, the
Company  granted to Mr.  Friedman and Mr.  Levinson an option to purchase  1,000
shares of Common Stock at an exercise  price of $4.438 per share,  which was the
fair market value of the Common Stock at the time of grant.  These  options vest
on January 1, 2001 and will expire on January 1, 2009.

Compensation  Committee  Interlocks and Insider  Participation  in  Compensation
Decisions

          Each of  Messrs.  Sinkin,  Frey and  Rebecchi  served as an  executive
officer and director of the Company, and also served as an executive officer and
director of Horizon Equities, Inc., a New York corporation. Mr. Sinkin serves on
the Company's Compensation Committee.


ITEM 12. Security Ownership of Certain Beneficial Owners and Management

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 March 1, 2000. 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.

          The  Company had  outstanding  as of March 1, 2000,  1,000,000  Common
Stock Purchase Warrants,  250,000 of which are exercisable to purchase one share
of common Stock at $7.00 per share 250,000 of which are  exercisable to purchase
one share of common Stock at $8.00 per share,  250,000 of which are  exercisable
to purchase one share of Common  Stock at $9.00 per share,  and 250,000 of which
are  exercisable  to purchase one share of Common Stock at $10.00 per share (the
"Merger  Warrants").  The outstanding Merger Warrants will expire on November 9,
2002.
<PAGE>
                                           Amount and
                                           Nature of
                  Name and Address of      Beneficial           Percentage
Title of Class    Beneficial Owner         Ownership             of Class
--------------    ----------------         ---------             --------

Common Stock,     Donald Sinkin            1,720,266(1)           29.2%
$0.01 par value

                  Stephen Frey               650,979(2)            11.5%

                  John Rebecchi              616,186(3)            10.9%

                  Holding Capital            395,643(4)             7.0%
                  Management Corp.

                  Allen & Company
                  Incorporated               350,827(5)             6.3%



(1)       Donald Sinkin is Chairman of the Board,  President and Chief Executive
          Officer of the Company.  His address is 10 Gilpin  Avenue,  Hauppauge,
          New York  11788.  The  number of shares of Common  Stock  shown in the
          table as  beneficially  owned by Mr.  Sinkin  includes the  following:
          1,339,698  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 165,601 shares.

(2)       Stephen Frey is a director and the Senior Vice President of Operations
          and  Secretary  of the  Company.  His  address  is 10  Gilpin  Avenue,
          Hauppauge,  New York 11788. The number of shares of Common Stock shown
          in the table as beneficially owned by Mr. Frey includes 506,387 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. His address is 10 Gilpin Avenue,  Hauppauge,
          New York  11788.  The  number of shares of Common  Stock  shown in the
          table as beneficially  owned by Mr. Rebecchi  includes  479,322 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)       Holding  Capital   Management  Corp.  is  a  Connecticut   corporation
          ("Holding  Capital").  Its address is 685 Fifth Avenue,  New York, New
          York 10022. The number of shares of Common Stock shown in the table as
          beneficially  owned by  Holding  Capital  includes  292,560  shares of
          Common  Stock and Merger  Warrants to purchase an aggregate of 103,083
          shares of Common Stock. The information  regarding ownership of Common
          Stock by  Holding  Capital  was  furnished  to the  Company by Holding
          Capital.

(5)       Allen &  Company  Incorporated  is a New York  corporation  ("Allen  &
          Co."). Its address is 711 Fifth Avenue,  New York, New York 10022. 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  11,  2000 and  filed  with  the SEC on  February  14,  2000.
          According  to the  Schedule  13G/A,  Allen & Co.  has sole  voting and
          investment  power with respect to all shares  reported as beneficially
          owned.

<PAGE>
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 the Record
Date 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, 1999; 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              1,720,066(1)              29.2%
  $0.01 par value

                    Stephen Frey                 650,979(2)              11.5%

                    John Rebecchi                616,186(3)              10.9%

                    Daniel A. Levinson           262,856(4)               4.7%

                    Seymour W. Zises             176,722(5)               3.2%

                    Mark L. Friedman             168,920(6)               3.1%

                    Margaret M. Krumholz          91,870(7)               1.6%

                    Frank A. Bress                21,150(8)                 *

                    All directors and          3,708,749                 58.2%
                    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  5,000 shares of Common
          Stock,  of which 2,000 such options were  exercisable as of the Record
          Date. 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 the
          Record  Date.  Of the total  number  shares  reported as  beneficially
          owned,  Mr. Zises shares voting and  investment  power with respect to
          28,827 shares.
<PAGE>
(6)       Includes shares held in a joint account with Mr.  Friedman's wife; and
          options to purchase 29,000 shares, of which options to purchase 26,000
          shares were  exercisable  as of the Record Date. 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  25,000 shares were  exercisable  as of the Record
          Date. Ms.  Krumholz has sole voting and investment  power with respect
          to 51,270 shares reported above.

(8)       This number  represents  5,150 shares owned  directly by Mr. Bress and
          indirectly by members of his  immediate  family;  and options  granted
          under the  Company's  1995  Incentive  Stock  Option  Plan to purchase
          16,000 shares, none of which options were exercisable as of the Record
          Date.


ITEM 13.  Certain Relationships and Related Transactions

          From January 1, 1999 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  "Item  11  --  Executive
Compensation" 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 1999 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.

          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



May  *, 2000                                By: /s/Donald Sinkin
                                                ---------------------
                                               Donald Sinkin, Chairman of
                                               the Board, Chief Executive
                                               Officer and President
                                               (Principal Executive Officer)

<PAGE>
        Pursuant to the  requirements of the Securities  Exchange Act of 1934,
this  Amendment No. 1 to its 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 Sinkin              Chairman of the Board, Chief
--------------------          Executive Officer and President
Donald Sinkin                 (Principal Executive Officer)
/s/Stephen Frey*              Senior Vice President of Operations,
--------------------          Secretary and Director
Stephen Frey                    (Principal Operating Officer)

/s/Margaret Krumholz          Chief Financial Officer and Senior
--------------------          Vice President of Finance
Margaret Krumholz             (Financial Officer and Principal
                                Accounting Officer)

/s/John Rebecchi              Senior Vice President of Sales and
--------------------          Marketing and Director
John Rebecchi

/s/Frank A. Bress             Vice President for Legal Affairs and
-----------------             General Counsel
Frank A. Bress


/s/Daniel Levinson*           Director
--------------------
Daniel Levinson

/s/Seymour W. Zises*          Director
--------------------
Seymour W. Zises


/s/Mark L. Friedman*         Director
--------------------
Mark L. Friedman


By: /s/ Margaret M. Krumholz
----------------------------
Margaret M. Krumholz
Attorney-in-fact
granted in the Company's Annual
Report on Form 10-K, as filed on
March 7, 2000