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

                                    FORM 10-Q

(Mark One)

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

For the quarterly period ended                  June 28, 1997
                                     ------------------------------------------

                                       or
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--------- EXCHANGE ACT OF 1934

For the transition period from                          to
                                ----------------------      --------------------

Commission file number                       0-7597
                         -------------------------------------------------------

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

         MASSACHUSETTS                                 04-2502514
-------------------------------------------------------------------------------
(State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)                           

15 Wellman Avenue, North Chelmsford, Massachusetts                  01863
--------------------------------------------------------------------------------
    (Address of principal executive offices)                      (Zip Code)

                                 (508) 251-6000
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                    NO CHANGE
-------------------------------------------------------------------------------
                     (Former name,former address and former
                   fiscal year,if changed since last report.)

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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


               Class                             Outstanding at August 1, 1997
-----------------------------------          -----------------------------------
     Common Stock, $1 par value                        2,013,709   shares






                                  Page 1 of 14



                               COURIER CORPORATION
                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                               June 28,             September 28,
ASSETS                                                           1997                   1996
                                                           ------------------     ------------------

<S>                                                           <C>                    <C>
Current assets:
   Cash and cash equivalents                                             $25                    $33
   Accounts receivable, less allowance
     for uncollectible accounts                                       21,980                 24,935
   Inventories (Note B)                                               10,755                  8,178
   Deferred income taxes                                               1,502                  1,580
   Other current assets                                                  749                    954
                                                           ------------------     ------------------

     Total current assets                                             35,011                 35,680

Property, plant and equipment, less
  accumulated depreciation: $63,159
  at June 28, 1997 and $58,868
  at September 28, 1996                                               34,463                 36,675

Real estate held for sale or lease, net (Note D)                       2,782                    698

Goodwill, at cost                                                      1,204                  1,204

Other assets                                                             497                    509
                                                           ------------------     ------------------

  Total assets                                                       $73,957                $74,766
                                                           ==================     ==================

</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.





                                  Page 2 of 14








                               COURIER CORPORATION
                CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                               June 28,             September 28,
LIABILITIES AND STOCKHOLDERS' EQUITY                             1997                   1996
                                                           ------------------     ------------------

<S>                                                          <C>                    <C> 
Current liabilities:
   Current maturities of long-term debt                                 $366                   $466
   Accounts payable                                                    8,458                  9,705
   Accrued taxes                                                       4,403                  4,835
   Other current liabilities                                           8,078                  6,952
                                                           ------------------     ------------------

      Total current liabilities                                       21,305                 21,958

Long-term debt                                                         8,183                  9,277
Deferred income taxes                                                  3,344                  3,488
Other liabilities                                                      1,314                  1,279
                                                           ------------------     ------------------

      Total liabilities                                               34,146                 36,002
                                                           ------------------     ------------------
                                                                                   
Stockholders' equity:
   Preferred stock, $1 par value - authorized
      1,000,000 shares; none issued
   Common stock, $1 par value - authorized
      6,000,000 shares; issued 4,500,000 shares                        4,500                  4,500
   Additional paid-in capital                                          9,072                  9,055
   Retained earnings                                                  50,559                 48,713
   Treasury stock, at cost: 2,518,000 shares
      at June 28, 1997 and 2,471,000
      shares at September 28, 1996                                   (24,320)               (23,504)
                                                           ------------------     ------------------

      Total stockholders' equity                                      39,811                 38,764
                                                           ------------------     ------------------

Total liabilities and stockholders' equity                           $73,957                $74,766
                                                           ==================     ==================
</TABLE>


                                                            

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.




                                  Page 3 of 14


 
 
 
                               COURIER CORPORATION
                  CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 (Dollars in thousands except per share amounts)



<TABLE>
<CAPTION>

                                                              QUARTER ENDED                            NINE MONTHS ENDED
                                                     ----------------------------------         ---------------------------------

                                                        June 28,            June 29,               June 28,           June 29,
                                                           1997                1996                   1997               1996
                                                     --------------      --------------         --------------     --------------
 
 
 
<S>                                                        <C>                 <C>                    <C>                <C>    
 Net sales                                                 $32,721             $32,928                $95,271            $94,427
 Cost of sales                                              26,212              27,047                 75,672             77,258
                                                     --------------      --------------         --------------     --------------
 
   Gross profit                                              6,509               5,881                 19,599             17,169
 
 Selling and administrative expenses                         5,148               4,962                 15,394             14,334
 Interest expense                                              169                 210                    531                677
 Other income (expense)  (Note D)                                7                  26                     21               (288)
                                                     --------------      --------------         --------------     --------------
 
   Income before taxes                                       1,199                 735                  3,695              1,870
 
 Provision for income taxes (Note C)                           384                 220                  1,123                 68
                                                     --------------      --------------         --------------     --------------
 
   Net income                                                 $815                $515                 $2,572             $1,802
                                                     ==============      ==============         ==============     ==============
 

 Net income per share                                         $0.40               $0.25                  $1.26              $0.87
                                                     ==============      ==============         ==============     ==============
 

 Cash dividends declared per share                            $0.12               $0.12                  $0.36              $0.36
                                                     ==============      ==============         ==============     ==============
 

 Weighted average shares outstanding                      2,026,000           2,067,000              2,041,000          2,079,000
 
</TABLE>
 
 

The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.




 
                                  Page 4 of 14

 





                               COURIER CORPORATION
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
                             (Dollars in thousands)



<TABLE>
<CAPTION>
                                                                                     NINE MONTHS ENDED
                                                                             -----------------------------------

                                                                               June 28,             June 29,
                                                                                 1997                 1996
                                                                             --------------       --------------


<S>                                                                           <C>                  <C>   
            Cash provided from operating activities                                 $8,072               $1,443
                                                                             --------------       --------------

            Investment activities:
              Capital expenditures                                                  (5,355)              (3,523)
              Proceeds from sale of assets (Note D)                                      -                1,792
                                                                             --------------       --------------

            Cash used for investment activities                                     (5,355)              (1,731)
                                                                             --------------       --------------

            Financing activities:
              Repayment of long-term debt                                             (397)                (347)
              Increase (decrease) in long-term borrowings                             (797)                 763
              Cash dividends                                                          (726)                (727)
              Stock repurchase program                                                (882)                   -
              Proceeds from stock plans                                                 77                  226
                                                                             --------------       --------------

            Cash used for financing activities                                      (2,725)                 (85)
                                                                             --------------       --------------


            Decrease in cash and cash equivalents                                       (8)                (373)

            Cash at the beginning of the period                                         33                1,147
                                                                             --------------       --------------

            Cash at the end of the period                                              $25                 $774
                                                                             ==============       ==============
</TABLE>






The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.




                                  Page 5 of 14

 




 
                               COURIER CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


         A.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         UNAUDITED FINANCIAL STATEMENTS
         ------------------------------

         The balance sheet as of June 28, 1997, the statements of income for the
         quarters ended and the nine-month  periods ended June 28, 1997 and June
         29, 1996 and the  statements of cash flows for the  nine-month  periods
         ended June 28, 1997 and June 29, 1996 are unaudited and, in the opinion
         of management,  all  adjustments  necessary for a fair  presentation of
         such  financial   statements  have  been  recorded.   Such  adjustments
         consisted only of normal  recurring  items.  Certain amounts for fiscal
         1996 have been reclassified in the accompanying financial statements in
         order to be consistent with the current year's classifications.

         Certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles  have been  condensed  or omitted.  The year-end
         balance  sheet data as of  September  28, 1996 was derived from audited
         financial  statements,  but does not  include  disclosures  required by
         generally accepted  accounting  principles.  It is suggested that these
         interim financial  statements be read in conjunction with the Company's
         most recent Form 10-K and Annual Report as of September 28, 1996.

         In October 1995, the Financial  Accounting  Standards Board issued SFAS
         No. 123,  "Accounting  for  Stock-Based  Compensation,"  which  permits
         either   recording  the  estimated   value  of   stock-based   employee
         compensation  over the  applicable  vesting  period or  disclosing  the
         unrecorded  cost and the related  effect on net income per share in the
         notes to the financial  statements.  The Company will continue to apply
         current accounting rules for the recording of stock-based  compensation
         (APB Opinion No. 25) and will comply with the provision of SFAS No. 123
         relative to disclosure in the notes to the financial  statements  which
         will be effective with the Company's  Annual Report for the fiscal year
         ending September 27, 1997.

         In March 1997, the Financial Accounting Standards Board issued SFAS No.
         128,  "Earnings  per  Share,"  which is not  effective  until the first
         quarter of the Company's  fiscal 1998. This new standard  requires dual
         presentation  of basic and diluted  earnings  per share  ("EPS") on the
         face of the  statement of income and requires a  reconciliation  of the
         numerators and denominators of basic and diluted EPS calculations.  The
         results  would  not  materially  differ  from  earnings  per  share  as
         presented.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
         130, "Reporting  Comprehensive  Income" which establishes standards for
         reporting and display of  comprehensive  income and its components in a
         full set of  general-purpose  financial  statements.  This new standard
         will require that all items that are  required to be  recognized  under
         accounting  standards as components of comprehensive income be reported
         in a financial  statement that is displayed with the same prominence as
         other  financial  statements.  SFAS No. 130 requires that a company (a)
         classify  items of other  comprehensive  income  by their  nature  in a
         financial  statement and (b) display the  accumulated  balance of other
         comprehensive  income  separately from retained earnings and additional
         paid-in  capital in the equity section of the balance  sheet.  This new
         standard  will  be  effective  in  the  Company's  fiscal  year  ending
         September  25,  1999 and will  require  reclassification  of  financial
         statements for earlier periods provided for comparative  purposes.  The
         Company has not determined the effects,  if any, that SFAS No. 130 will
         have on its consolidated financial statements.






                                  Page 6 of 14







                               COURIER CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


         A.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Also in June 1997,  SFAS No.  131,  "Disclosure  about  Segments  of an
         Enterprise  and  Related  Information"  was issued.  This new  standard
         changes the way that public companies report selected information about
         operating  segments in annual  financial  statements  and requires that
         those companies report selected  information  about segments in interim
         financial reports issued to shareholders. It also establishes standards
         for related  disclosures about products and services,  geographic areas
         and major  customers.  SFAS No. 131 will be effective in the  Company's
         fiscal year ending  September 25, 1999.  The Company has not determined
         the effects,  if any, that SFAS No. 131 will have on the disclosures in
         its consolidated financial statements.


         B.       INVENTORIES

         Inventories  are  valued  at the  lower  of  cost  or  market.  Cost is
         determined using the last-in, first-out (LIFO) method for substantially
         all inventories. Inventories consisted of the following:

                                                         (000's Omitted)
                                                 -------------------------------
                                                     June 28,     September 28,
                                                      1997           1996      
                                                 --------------  ---------------
                   Raw materials                     $ 2,848        $ 2,901    
                   Work in process                     6,221          3,746    
                   Finished goods                      1,686          1,531    
                                                     -------        -------    
                       Total inventory               $10,755        $ 8,178    
                                                     =======        =======    
                                                                  


         C.       INCOME TAXES

         The statutory  federal tax rate is 34%. The total tax provision differs
         from  that  computed  using  the  statutory  federal  tax  rate for the
         following reasons:

                                            (000's Omitted)

                                 Quarter Ended        Nine Months Ended
                                 -------------        -----------------
                               June 28,   June 29,   June 28,   June 29,
                                   1997       1996       1997       1996
                                -------    -------    -------    -------
Federal income taxes at
        statutory rate          $   408    $   250    $ 1,256    $   636
State income taxes, net              33         18         79         52
Donation of real
        estate (Note D)            --         --         --         (500)
Export related income               (68)       (68)      (161)      (117)
Other                                11         20        (51)        (3)
                                -------    -------    -------    -------
    Total provision             $   384    $   220    $ 1,123    $    68
                                =======    =======    =======    =======




                                  Page 7 of 14






                               COURIER CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


         D.       OTHER INCOME (EXPENSE)


         On March 1, 1996,  the Company  completed  the sale and donation of its
         former  telephone  directory  manufacturing  facility  which  had  been
         vacant.  Sales proceeds of $1.8 million for approximately half the site
         resulted in a pretax loss of $365,000 which is included in other income
         (expense).  Tax  benefits  from the  donation of the  remainder  of the
         property  resulted in an after-tax  gain on the overall  transaction of
         approximately $250,000 or $.12 per share.


         E.       SUBSEQUENT EVENT

         On July 21, 1997, the Company  acquired all of the outstanding  capital
         stock of Book-mart  Press,  Inc.  ("Book-mart"),  a North  Bergen,  New
         Jersey  book  manufacturer  specializing  in  short to  medium  runs of
         softcover  and  hardcover  books.  Book-mart  had  sales  last  year of
         approximately $11 million. The Company paid approximately $12.7 million
         in cash to the former  stockholders  of  Book-mart  for their shares of
         capital stock. At the time of the closing,  Book-mart had approximately
         $2.3 million of outstanding  bank  indebtedness  which was subsequently
         paid in full.  In  connection  with the  acquisition,  11,111 shares of
         Courier  common  stock  (based upon a valuation  of $18 per share) were
         issued to two key executives of Book-mart for  non-compete  agreements.
         In addition,  one of such  executives was issued 16,667 shares (subject
         to a four-year  vesting  schedule)  in  connection  with an  employment
         agreement.  The  acquisition  will be accounted  for as a purchase and,
         accordingly,  the  results  of  operations  will  be  included  in  the
         consolidated  financial  statements  from July 21,  1997  forward.  

         The purchase price was determined in an  arm's-length  negotiation  and
         was  financed  using  the  Company's   existing  credit  facility  with
         BankBoston,  N.A. and State Street Bank and Trust  Company.  The amount
         available  under this  facility  was  extended  from $20 million to $30
         million in contemplation of the transaction. The facility was also used
         by the Company to repay the  approximately  $2.3 million of Book-mart's
         existing bank debt subsequent to the consummation of the acquisition.







                                  Page 8 of 14







                               COURIER CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


         RESULTS OF OPERATIONS:
         ----------------------

         Sales of $32.7  million in the third  quarter of fiscal  1997 were down
         slightly from last year's third quarter sales of $32.9 million due to a
         continuing  drop in  paper  prices  and the  paper  content  of  sales.
         Excluding the sales value of paper,  sales grew by approximately 6% for
         the quarter.  Sales in the  educational  market have been  particularly
         strong this year while software  documentation  sales have continued to
         decline.

         Gross profit  increased to $6.5 million,  or 20% of sales, in the third
         quarter  from $5.9  million,  or 18% of sales,  in the same period last
         year. The improvement in gross profit  reflects  increased sales volume
         and related capacity  utilization,  gains in productivity,  lower costs
         and  benefits   realized  from  streamlining   software   documentation
         operations.

         Selling  and  administrative  expenses  of $5.1  million  in the  third
         quarter of fiscal 1997 were  comparable to the same period last year of
         $5.0  million.  As a percentage  of sales,  selling and  administrative
         expenses were 16% compared to 15% in the third  quarter last year.  The
         increase  includes  expansion  of the  Company's  Copyright  Management
         Services  (CMS)  division and  expenses  that relate to the increase in
         profitability.

         Interest expense was $169,000 compared to $210,000 in the third quarter
         of fiscal 1996 reflecting decreased average borrowings.


         The  Company's  effective  tax rate was 32% for the  third  quarter  of
         fiscal 1997 as compared  to the 30% rate for the  corresponding  period
         last year.

         Net income for the third  quarter of fiscal  1997 was  $815,000 or $.40
         per share,  compared to $515,000 or $.25 per share in last year's third
         quarter.  The 58% growth in net income  reflects  the increase in gross
         profit  as  a  percent  of  sales  resulting  from  increased  capacity
         utilization, productivity gains and lower costs.

         For the nine  months  ended June 28,  1997,  the Company  reported  net
         income of $2.6 million or $1.26 per share,  compared to $1.8 million or
         $.87 per share for the same period last year.  Sales for the first nine
         months were $95.3 million versus $94.4 million in the comparable period
         of fiscal 1996. The factors  impacting third quarter results  similarly
         affected  year-to-date  results. In addition,  a decrease in the market
         price of recycled paper reduced gross profit by approximately  $330,000
         in the first nine  months of fiscal  1997  compared  to the same period
         last year;  however,  paper  recycling  income in the third quarter was
         comparable to last year's third quarter.  Also, in the first quarter of
         fiscal 1997, costs  associated with the  consolidation of operations in
         Philadelphia amounted to approximately $350,000. The consolidation into
         a  newer,  more  efficient  manufacturing  facility  was  completed  in
         December 1996. The second quarter of fiscal 1996 includes the Company's
         sale and  donation  of its  former  telephone  directory  manufacturing
         facility.  The sale of approximately half the site resulted in a pretax
         loss of $365,000.  Tax benefits  from the donation of the  remainder of
         the property resulted in an after-tax gain of approximately $250,000 or
         $.12 per share on the overall transaction.





                                  Page 9 of 14







                               COURIER CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS



         RESULTS OF OPERATIONS (CONTINUED):
         ----------------------------------

         In October 1995, the Financial  Accounting  Standards Board issued SFAS
         No. 123,  "Accounting  for  Stock-Based  Compensation,"  which  permits
         either   recording  the  estimated   value  of   stock-based   employee
         compensation  over the  applicable  vesting  period or  disclosing  the
         unrecorded  cost and the related  effect on net income per share in the
         notes to the financial  statements.  The Company will continue to apply
         current accounting rules for the recording of stock-based  compensation
         and  will  comply  with  the  provision  of SFAS No.  123  relative  to
         disclosure  in the  notes to the  financial  statements  which  will be
         effective  with the Company's  Annual Report for the fiscal year ending
         September 27, 1997.

         In March 1997, the Financial Accounting Standards Board issued SFAS No.
         128,  "Earnings per Share," which will not be effective until the first
         quarter of the  Company's  fiscal 1998.  This new standard will require
         the  Company to restate  all  previously  reported  earnings  per share
         information to conform with the new pronouncement's  requirements.  The
         results  would  not  materially  differ  from  earnings  per  share  as
         presented.

         In June 1997, the Financial  Accounting Standards Board issued SFAS No.
         130, "Reporting  Comprehensive  Income" which establishes standards for
         reporting and display of  comprehensive  income and its components in a
         full set of  general-purpose  financial  statements.  This new standard
         will require that all items that are  required to be  recognized  under
         accounting  standards as components of comprehensive income be reported
         in a financial  statement that is displayed with the same prominence as
         other  financial  statements.  SFAS No. 130 requires that a company (a)
         classify  items of other  comprehensive  income  by their  nature  in a
         financial  statement and (b) display the  accumulated  balance of other
         comprehensive  income  separately from retained earnings and additional
         paid-in  capital in the equity section of the balance  sheet.  This new
         standard  will  be  effective  in  the  Company's  fiscal  year  ending
         September  25,  1999 and will  require  reclassification  of  financial
         statements for earlier periods provided for comparative  purposes.  The
         Company has not determined the effects,  if any, that SFAS No. 130 will
         have on its consolidated financial statements.

         Also in June 1997,  SFAS No.  131,  "Disclosure  about  Segments  of an
         Enterprise  and  Related  Information"  was issued.  This new  standard
         changes the way that public companies report selected information about
         operating  segments in annual  financial  statements  and requires that
         those companies report selected  information  about segments in interim
         financial reports issued to shareholders. It also establishes standards
         for related  disclosures about products and services,  geographic areas
         and major  customers.  SFAS No. 131 will be effective in the  Company's
         fiscal year ending  September 25, 1999.  The Company has not determined
         the effects,  if any, that SFAS No. 131 will have on the disclosures in
         its consolidated financial statements.





                                  Page 10 of 14







                               COURIER CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


         LIQUIDITY AND CAPITAL RESOURCES:
         --------------------------------

         During  the  first  nine  months of fiscal  1997,  operations  provided
         approximately  $8.1  million  of cash.  Net  income  was $2.6  million,
         depreciation  was $5.5 million and working  capital was  comparable  to
         year-end levels.

         Investment  activities  in the first  nine  months of fiscal  1997 used
         approximately  $5.4 million of cash for capital  expenditures.  Capital
         expenditures  were made  primarily  for the final phase of the building
         expansion at the Company's Philadelphia  manufacturing facility and for
         upgrades  to binding  equipment.  Capital  expenditures  for the entire
         fiscal year are expected to be approximately $8 million.

         In December 1996, the Company completed the consolidation of operations
         in  Philadelphia  from an older,  multi-story  facility to the recently
         expanded, more efficient property. An agreement to sell the multi-story
         facility subject to resolution of certain  contingencies  was scheduled
         for closing in July 1997.  The agreement did not close and the facility
         is presently  offered for sale.  The Company's  Raymond,  New Hampshire
         facility,  which had been  leased  through  June  1996,  is now  vacant
         pending  sale  or  lease.   With  respect  to  the   Company's   former
         headquarters in Lowell,  Massachusetts,  which was vacated in September
         1996, the Company has considered various  alternatives and is presently
         giving   priority  to  donating  the   property  to  a   not-for-profit
         organization  in order to  eliminate  ongoing  operating  costs  and to
         generate  a tax  benefit in excess of the  remaining  book value of the
         property.

         Financing  activities  for the first  nine  months of fiscal  1997 used
         approximately  $2.7  million  of  cash.  Dividend  payments  were  $0.7
         million,  stock repurchases amounted to $0.9 million and long-term debt
         was reduced by $1.2 million.  In March 1997, the Company  replaced it's
         $11 million  long-term  revolving  credit facility with Bank of Boston,
         N.A. and $10 million  informal  bank credit line with State Street Bank
         and Trust  Company with a new $20 million  long-term  revolving  credit
         facility involving both of the banks. At June 28, 1997, the Company had
         approximately  $13.8 million of borrowing  capacity available under the
         new revolving credit facility.  Under the new facility, the Company can
         borrow at either  LIBOR  plus 3/4% or the  bank's  money  market  rates
         (6.25%  at June  28,  1997).  The  new  facility  contains  restrictive
         covenants comparable to the prior revolving credit facility,  including
         provisions related to the maintenance of working capital, the incurring
         of additional  indebtedness  and a quarterly  test of cash flow to debt
         service. It also provides for a commitment fee of 1/4% per annum on the
         unused portion.

         In November 1996,  the Company  announced a program to repurchase up to
         $3 million of its common shares.  In April 1997, the Board of Directors
         voted to extend the program  through  October 1997.  Through the end of
         June 1997,  the Company  acquired  54,182  shares of common stock at an
         average cost of $16.28 per share under this program. There have been no
         purchases by the Company since April 1997.





                                  Page 11 of 14







                               COURIER CORPORATION
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS


         LIQUIDITY AND CAPITAL RESOURCES (CONTINUED):
         --------------------------------------------

         On July 21, 1997, the Company  acquired all of the outstanding  capital
         stock of Book-mart  Press,  Inc.  ("Book-mart"),  a North  Bergen,  New
         Jersey  book  manufacturer  specializing  in  short to  medium  runs of
         softcover  and  hardcover  books.  Book-mart  had  sales  last  year of
         approximately $11 million. The Company paid approximately $12.7 million
         in cash to the former  stockholders  of  Book-mart  for their shares of
         capital stock. At the time of the closing,  Book-mart had approximately
         $2.3 million of outstanding  bank  indebtedness  which was subsequently
         paid in full.  In  connection  with the  acquisition,  11,111 shares of
         Courier  common  stock  (based upon a valuation  of $18 per share) were
         issued to two key executives of Book-mart for  non-compete  agreements.
         In addition,  one of such  executives was issued 16,667 shares (subject
         to a four-year  vesting  schedule)  in  connection  with an  employment
         agreement.  The  acquisition  will be accounted  for as a purchase and,
         accordingly,  the  results  of  operations  will  be  included  in  the
         consolidated  financial  statements  from July 21,  1997  forward.  The
         acquisition  is expected to be  immediately  accretive to the Company's
         net income.

         The purchase price was determined in an  arm's-length  negotiation  and
         was  financed  using  the  Company's   existing  credit  facility  with
         BankBoston,  N.A. and State Street Bank and Trust  Company.  The amount
         available  under this  facility  was  extended  from $20 million to $30
         million in contemplation of the transaction. The facility was also used
         by the Company to repay the  approximately  $2.3 million of Book-mart's
         existing bank debt subsequent to the consummation of the acquisition.





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                               COURIER CORPORATION

                           PART II. OTHER INFORMATION


       ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
       -------  --------------------------------

       (a)  Exhibits

         Exhibit No.                Description of Exhibit
         -----------                ----------------------

               27                   Financial Data Schedule



       (b)  Reports on Form 8-K

         A Form 8-K dated August 5, 1997 reporting  under Item 2 the acquisition
         of all of the outstanding stock of Book-mart Press, Inc.







                                  Page 13 of 14







                                   SIGNATURES
                                   ----------



Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly  caused  this  report  to be signed  on its  behalf by the  undersigned
thereunto duly authorized.



                               COURIER CORPORATION
                               -------------------
                                  (Registrant)






      August 11, 1997                  By:  /s/James F. Conway III
   ------------------------                -------------------------------------
       Date                                     James F. Conway III
                                                Chairman, President and
                                                 Chief Executive Officer




     August 11, 1997                   By:  /s/Robert P. Story, Jr.
   ------------------------                -------------------------------------
        Date                                    Robert P. Story, Jr.
                                                Senior Vice President and
                                                 Chief Financial Officer



      August 11, 1997                  By:  /s/Peter M. Folger
   ------------------------                -------------------------------------
        Date                                    Peter M. Folger
                                                Vice President and
                                                 Chief Accounting Officer






                                  Page 14 of 14