<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------

                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 10-Q
                                    ---------

                  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended     September 27, 1998
                                                     ------------------

                                       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 #0-16148
                            ------------------------


                             Multi-Color Corporation
             (Exact name of Registrant as specified in its charter)


              OHIO
(State or other jurisdiction of                          31-1125853
incorporation or organization)                           (IRS Employer
                                                         Identification No.)


            205 W. Fourth Street, Suite 1140, Cincinnati, Ohio 45202
            --------------------------------------------------------
                    (Address of principal executive offices)

                  Registrant's telephone number - 513/381-1480



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


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 Registrant's classes of
common stock, as of the latest practicable date.

        Common shares, no par value - 2,300,460 (as of November 10, 1998)
        -----------------------------------------------------------------


                                       -1-


<PAGE>   2

                          PART 1. FINANCIAL INFORMATION
                          -----------------------------

Item 1. Financial Statements
----------------------------

                             MULTI-COLOR CORPORATION
                             -----------------------

                            Statements of Operations
                            (Prepared Without Audit)
                      (Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                              Thirteen Weeks Ended
                                                   --------------------------------------------
                                                   September 27, 1998        September 28, 1997
                                                   ------------------        ------------------

<S>                                                       <C>                    <C>     
NET SALES                                                 $ 12,295               $ 11,792

COST OF GOODS SOLD                                          10,469                  9,839
                                                          --------               --------

Gross Profit                                                 1,826                  1,953

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                 1,695                  1,399

RESTRUCTURING CHARGE                                             -                    310
                                                          --------               --------

Operating Income (loss)                                   $    131               $    244

OTHER EXPENSE (INCOME)                                         126                    (78)

INTEREST EXPENSE                                               283                    286
                                                          --------               --------

Income (loss) Before Taxes                                $   (278)              $     36

Provision (Credit) for Taxes                                     -                      -
                                                          --------               --------

NET INCOME (LOSS)                                         $   (278)              $     36
                                                          ========               ========

PREFERRED STOCK DIVIDENDS                                 $     68               $     70
                                                          ========               ========

NET EARNINGS PER SHARE COMMON SHARE
Basic earnings (loss) per share                           $  (0.15)              $  (0.02)
                                                          ========               ========
Diluted earnings (loss)  per share                        $  (0.15)              $  (0.02)
                                                          ========               ========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                        2,283                  2,170
                                                          ========               ========
Diluted                                                      2,283                  2,170
                                                          ========               ========
</TABLE>

The accompanying notes are an integral part of this financial information.




                                      -2-
<PAGE>   3



                         PART 1. FINANCIAL INFORMATION
                         -----------------------------
 
Item 1. Financial Statements
----------------------------
 
                            MULTI-COLOR CORPORATION
                            -----------------------
 
                            Statements of Operations
                            (Prepared Without Audit)
                      (Thousands except per share amounts)
 
<TABLE>
<CAPTION>
                                                                                         Twenty-Six Weeks Ended
                                                                               -----------------------------------------
                                                                               September 27, 1998     September 28, 1997
                                                                               ------------------     ------------------
<S>                                                                                     <C>                    <C>     
NET SALES                                                                               $ 23,743               $ 23,276

COST OF GOODS SOLD                                                                        20,601                 19,503
                                                                               ------------------     ------------------

Gross Profit                                                                               3,142                  3,773

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                               2,697                  2,797

RESTRUCTURING CHARGE                                                                           -                    310
                                                                               ------------------     ------------------

Operating Income (loss)                                                                 $    445               $    666

OTHER EXPENSE (INCOME)                                                                       (32)                   (79)

INTEREST EXPENSE                                                                             563                    553
                                                                               ------------------     ------------------

Income (loss) Before Taxes and Cumulative Effect of a
     Change in Accounting Principle                                                     $    (86)              $    192

Provision (Credit) for Taxes                                                                   -                      -
                                                                               ------------------     ------------------

Income (loss) Before Cumulative Effect of a Change in Accounting Principle              $    (86)              $    192

Cumulative Effect of Change in Accounting for Inventories, Net of Tax                       (224)                     -
                                                                               ------------------     ------------------

NET INCOME (LOSS)                                                                       $    138               $    192
                                                                               ==================     ==================

PREFERRED STOCK DIVIDENDS                                                               $    138               $    140
                                                                               ==================     ==================

NET EARNINGS (LOSS) PER SHARE COMMON SHARE
Basic earnings (loss) per share:
     Income (loss) before Cumulative Effect                                             $  (0.10)              $   0.02
     Cumulative Effect of Change in Accounting for Inventories                          $   0.10                      -
                                                                               ------------------     ------------------
     Net Income (loss)                                                                  $   0.00               $   0.02
                                                                               ==================     ==================

Diluted earnings (loss) per share:
     Income (loss) before Cumulative Effect                                             $  (0.08)              $   0.02
     Cumulative Effect of Change in Accounting for Inventories                          $   0.08                      -
                                                                               ------------------     ------------------
     Net Income (loss)                                                                  $   0.00               $   0.02
                                                                               ==================     ==================
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                                                      2,232                  2,170
                                                                               ==================     ==================
Diluted                                                                                    2,232                  2,219
                                                                               ==================     ==================
</TABLE>


The accompanying notes are an integral part of this financial information.


                                      -3-
<PAGE>   4


Item 1. Financial Statements (Continued)
----------------------------------------

                             MULTI-COLOR CORPORATION
                                 Balance Sheets
                                   (Thousands)
                                     ASSETS
                                     ------

<TABLE>
<CAPTION>
                                                                           September 27, 1998        March 29, 1998
                                                                           ------------------       ---------------
                                                                                                      (Derived from
                                                                                (Prepared           Audited Financial
                                                                              Without Audit)           Statements)
<S>                                                                             <C>                    <C>     
CURRENT ASSETS
     Cash and Cash Equivalents                                                  $     34               $     12
     Accounts Receivable                                                           4,429                  4,682
     Notes Receivable                                                                114                    130
     Inventories
       Raw Materials                                                               1,139                  1,720
       Work in Progress                                                            1,258                    739
       Finished Goods                                                              2,366                  2,564
     Deferred Tax Benefit                                                            476                    476
     Prepaid Expenses and Supplies                                                   122                    165
     Refundable Income Taxes                                                          30                     30
     Property Held for Sale                                                            0                    905
                                                                                --------               --------
                  Total Current Assets                                          $  9,968               $ 11,423
                                                                                --------               --------
SINKING FUND DEPOSITS                                                           $  1,649               $    621
                                                                                --------               --------
PROPERTY, PLANT, AND EQUIPMENT                                                  $ 29,147               $ 29,003

ACCUMULATED DEPRECIATION                                                         (11,358)               (10,383)
                                                                                --------               --------
                                                                                $ 17,789               $ 18,620
                                                                                --------               --------
DEFERRED CHARGES, net                                                           $    134               $     48
                                                                                --------               --------
NOTE RECEIVABLE                                                                 $      0               $     42
                                                                                --------               --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS                                     $    100               $    100
                                                                                --------               --------
                  TOTAL ASSETS                                                  $ 29,640               $ 30,854
                                                                                ========               ========

                    LIABILITIES AND SHAREHOLDERS' INVESTMENT
                    ----------------------------------------

CURRENT LIABILITIES:
     Short-Term Debt                                                            $  2,286               $  3,664
     Current Portion of Long-term Debt                                             1,011                  1,024
     Current Portion of Capital Lease Obligation                                     105                     93
     Accounts Payable                                                              6,433                  6,968
     Accrued Expenses                                                              2,145                  1,500
                                                                                --------               --------
                  Total Current Liabilities                                     $ 11,980               $ 13,249
                                                                                --------               --------
LONG-TERM DEBT, excluding current portion                                       $ 11,000               $ 11,000
                                                                                --------               --------
CAPITAL LEASE OBLIGATION                                                        $    147               $    208
                                                                                --------               --------
DEFERRED TAXES                                                                  $    476               $    476
                                                                                --------               --------
DEFERRED COMPENSATION                                                           $    892               $    854
                                                                                --------               --------
                  Total Liabilities                                             $ 24,495               $ 25,787
                                                                                --------               --------

MINORITY INTEREST                                                               $    378               $    402
                                                                                --------               --------

SHAREHOLDERS' INVESTMENT
     Preferred Stock Series B, no par value                                     $    530               $    530
     Preferred Stock Series A, no par value                                        2,418                  2,418
     Common Stock, no par value                                                      218                    218
     Paid-in Capital                                                               9,294                  9,192
     Accumulated Deficit                                                          (7,693)                (7,693)
                                                                                --------               --------
                   Total Shareholders' Investment                               $  4,767               $  4,665
                                                                                --------               --------
                   TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT               $ 29,640               $ 30,854
                                                                                ========               ========
</TABLE>


The accompanying notes are an integral part of this financial information.



                                      -4-
<PAGE>   5


Item 1. Financial Statements (Continued)
----------------------------------------

                             MULTI-COLOR CORPORATION

                            Statements of Cash Flows
                            (Prepared Without Audit)
                                   (Thousands)

<TABLE>
<CAPTION>
                                                                                Twenty-Six Weeks Ended
                                                                        ----------------------------------------
                                                                        September 27, 1998    September 28, 1997
                                                                        ------------------    ------------------

<S>                                                                              <C>                   <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (loss)                                                         $   138               $   192
       Adjustments to reconcile net income to net
             cash provided by (used in) operating activities -
             Depreciation and amortization                                           993                   977
             Issuance of stock options below FMV                                      90
             Minority interest in losses of subsidiary                               (24)                  (43)
             Increase in deferred compensation                                        40                   125
             Decrease in notes receivable                                             58                    53
             Net (increase) decrease of accounts receivable,
               inventories and prepaid expenses and supplies                         561                (1,901)
             Net increase (decrease) in accounts payable,
               accrued liabilities, and preferred dividends                          166                 1,372
             Increase in restructuring changes                                         -                   310
             Payment of restructuring changes                                          -                  (101)
                                                                                 -------               -------
             Net cash provided by operating activities                           $ 2,022               $   984
                                                                                 -------               -------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital Expenditures, net                                                 $  (234)              $(2,960)
       Restricted cash (IRB Proceeds)                                                 23                  (458)
       Proceeds from sale of property, plant and equipment                           938                   190
                                                                                 -------               -------
                Net cash provided by (used in) investing activities              $   727               $(3,228)
                                                                                 -------               -------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Decrease of revolving loan including,
                 non-current portion, net                                        $(1,379)              $   308
       Cash Dividends/Accrued Dividends                                             (138)                 (140)
       Sinking fund payments                                                      (1,052)                 (864)
       Additions to long-term debt, including current portion                          -                 3,011
       Proceeds from issuance of common stock                                         13
       Repayment of long-term debt, including current portion                        (13)
       Repayment of Capital Lease Obligations                                        (49)                  (54)
       Capitalized Bank Fees                                                        (109)                  (75)
                                                                                 -------               -------
                Net cash provided by (used in) financing activities              $(2,727)              $ 2,186
                                                                                 -------               -------
                Net increase in cash and cash equivalents                        $    22               $   (58)
CASH AND CASH EQUIVALENTS, beginning of period                                   $    12               $    81
                                                                                 -------               -------
CASH AND CASH EQUIVALENTS, end of period                                         $    34               $    23
                                                                                 -------               -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Interest paid                                                             $   468               $   553
                                                                                 -------               -------
       Income Taxes paid                                                         $     4               $     5
                                                                                 -------               -------
</TABLE>

The accompanying notes are an integral part of this financial information.




                                      -5-
<PAGE>   6


                             MULTI-COLOR CORPORATION

                         Notes to Financial Information


Item 1.  Financial Statements (Continued)
         --------------------------------

          The condensed financial statements included herein have been prepared
          by the Company, without audit, pursuant to the rules and regulations
          of the Securities and Exchange Commission. Although certain
          information and footnote disclosures, normally included in financial
          statements prepared in accordance with generally accepted accounting
          principles, have been condensed or omitted pursuant to such rules and
          regulations, the Company believes that the disclosures are adequate to
          make the information presented not misleading. These condensed
          financial statements should be read in conjunction with the financial
          statements and the notes thereto included in the Company's latest
          Annual Report on Form 10-K and the form 10-Q for the quarter ended
          June 28, 1998.

          The information furnished in these financial statements reflects all
          estimates and adjustments which are, in the opinion of management,
          necessary to present fairly the results for the interim periods
          reported, and all adjustments and estimates are of a normal recurring
          nature.

          Effective March 30, 1998, the Company elected to change its method of
          inventory valuation to encompass a more complete absorption of
          overhead costs in inventory. The Company believes the new method is
          preferable for matching the full cost of the inventory with the
          revenues generated. The cumulative effect of this accounting change as
          of March 30, 1998 was to increase income $224,000 ($.08 per diluted
          common share) and has been separately identified on the Statement of
          Operations for the twenty-six weeks ended September 27, 1998.
          Information is not available to determine the effect of the change on
          income for the quarter ended September 28, 1997.

          Preferred stock dividends of $68,445 and $69,852 for the quarters
          ended September 27, 1998 and September 28, 1997, respectively, have
          been deducted from the net income (loss) generated to arrive at the
          income (loss) available to common stockholders for the calculation of
          basic and diluted EPS.

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

Results of Operations

Thirteen Weeks Ended September 27, 1998 Compared to the Thirteen Weeks Ended
September 28, 1997

         Net sales increased $503,000, or 4.3%, in the second quarter as
         compared to the same quarter of the previous year. In-mold and cylinder
         sales increased 16% while prime label sales decreased 37% in the second
         quarter as compared to the same period in the prior year.

         Gross profit decreased $127,000 as compared to the same period in the
         prior year. The decrease in gross profit was attributable to the
         reclassification of plant administration expenses, ($225,000), to cost
         of goods sold, offset by improved efficiencies and waste reduction
         realized at the Company's Scottsburg plant during the second quarter of
         fiscal 1999.



                                      -6-
<PAGE>   7
         Selling, general, and administrative expenses increased $296,000 as
         compared to the same prior year period. The increase was primarily
         attributable to the Company changing its accrual for environmental
         matters. As previously disclosed, the Company voluntarily notified
         officials in Indiana that environmental compliance issues existed at
         the Scottsburg plant. The Company subsequently announced that the
         Indiana Department of Environmental Management ("IDEM") had made an
         initial proposal for an administrative settlement to resolve the
         compliance issues which included a settlement of claims for penalties
         in the amount of $1,277,000 and associated costs. The Company has
         reached an agreement in principle with IDEM to resolve these matters
         which is contingent upon the final approval of the Commissioner of
         IDEM. In light of those developments and certain developments in Ohio,
         the Company has increased its' environmental reserve by $544,000 during
         the quarter. Except for the environmental accrual and an accrual of
         $182,000 for workers' compensation matters (which have been resolved
         subsequent to the end of the fiscal second quarter), selling, general
         and administrative expenses decreased by $431,000 from the prior year.
         The decrease in selling, general and administrative expenses is
         primarily due to cost reductions made in administrative overhead,
         expense control and the previously mentioned reclassification of plant
         administrative expenses ($225,000) to cost of goods sold.

         Other income decreased $204,000 compared to the same prior year period.
         The decrease was attributable to a $90,000 expense incurred by the
         Company for the sale of stock and issuance of stock options below fair
         market value. Additionally, prior year other income was positively
         impacted by the gain on sale of assets, $191,000, from closing the
         Cincinnati plant.

         Interest expense decreased $3,000 as compared to the same period in the
         prior year and was the result of lower average borrowings under the 
         revolving credit line.

         The net loss for the period was $(278,000) [($0.15) per share after the
         accrual of preferred stock dividends] as compared to net income of
         $36,000 [($0.02) per share after payment of preferred stock dividends]
         in the same prior year period. The prior year results were negatively
         impacted by a $310,000 restructuring charge for severance and benefit
         obligations associated with the closing of the Cincinnati plant.

Twenty-Six Weeks Ended September 27, 1998 Compared to the Twenty-Six Weeks Ended
September 28, 1997

         Net sales increased $467,000, or 2.0%, in the first six months as
         compared to the same period of the previous year. In-mold and cylinder
         sales increased 9% while prime label sales decreased 23% in the first
         six months as compared to the same period in the prior year.

         Gross profit decreased $631,000 as compared to the same period in the
         prior year. The decrease in gross profit was attributable to higher
         cost product produced in the fiscal 1998 fourth quarter and sold in the
         first quarter of fiscal 1999 and the reclassification of plant
         administration expenses ($450,000), to cost of goods sold, offset by
         improved efficiencies and waste reduction realized at Scottsburg during
         the first six months of fiscal 1999.

         Selling, general, and administrative expenses decreased $100,000 as
         compared to the same prior year period. The decrease was primarily
         attributable to cost reductions made in administrative overhead,
         expense control, and the reclassification of plant administrative
         expenses offset by the Company changing its accrual for environmental
         matters. As previously disclosed, the Company voluntarily notified
         officials in Indiana that environmental compliance issues existed at
         the Scottsburg plant. The Company subsequently announced that the
         Indiana Department of Environmental Management ("IDEM") had made an
         initial proposal for an administrative settlement to resolve the
         compliance issues which included a settlement of claims for penalties
         in the amount of $1,277,000 and associated costs. The Company has
         reached an agreement in principle with IDEM to resolve these matters
         which is contingent upon the final approval of the Commissioner of
         IDEM. In light of those developments and certain developments in Ohio,
         the Company has increased its' environmental reserve by $544,000 during
         the quarter. Except for the environmental accrual and an accrual of
         $182,000 for workers' compensation matters (which have been resolved
         subsequent to the end of the fiscal second quarter), selling, general
         and administrative expenses decreased by $827,000 from the prior year.
         The decrease in selling, general and administrative expenses is
         primarily due to cost reductions made in administrative overhead,
         expense control and the previously mentioned reclassification of plant
         administrative expenses ($450,000) to cost of goods sold.


                                      -7-
<PAGE>   8

         Other income decreased $47,000 compared to the same prior year period.
         The decrease was attributable to a $89,000 expense incurred by the
         Company for the sale of stock and issuance of stock options below fair
         market value, one-time expenses of $134,000 relating to the closing of
         the Cincinnati plant, offset by a $303,000 refund of worker's
         compensation premiums. Additionally, prior year other income was
         positively impacted by the gain on sale of assets, $191,000, from
         closing the Cincinnati plant.

         Interest expense increased $10,000 as compared to the same period in
         the prior year and was the result of higher average borrowings under
         the revolving credit line.

         Effective March 30, 1998, the Company elected to change its method of
         inventory valuation to encompass a more complete absorption of overhead
         costs in inventory. The Company believes the new method is preferable
         for matching the full cost of the inventory with the revenues
         generated. The cumulative effect of this accounting change as of March
         30, 1998 was to increase income $224,000 ($.08 per diluted common
         share) and has been separately identified on the Statement of
         Operations for the twenty six weeks ended September 27, 1998.

         The net income for the period was $138,000 [($0.00) per share after the
         accrual of preferred stock dividends] as compared to net income of
         $192,000 [$0.02 per share after payment of preferred stock dividends]
         in the same prior year period. The prior year results were negatively
         impacted by a $310,000 restructuring charge for severance and benefit
         obligations associated with the closing of the Cincinnati plant.

Liquidity and Capital Resources

          The Company is dependent on availability under its Revolving Credit
          Agreement, approximately $2,500,000 at September 27, 1998, and its
          operations to provide for cash needs. The Company entered into a new
          credit agreement with PNC Bank, Ohio, National Association and
          Comerica Bank on June 22, 1998 which is a restatement of its prior
          credit agreements. The earlier credit agreements were amended several
          times between 1994 and 1998 to reflect, among other things, the
          Company's inability to meet certain financial covenants, including
          cash flow coverage ratios, leverage ratios and current ratios, and to
          reflect equity infusions and changes in the Company's results of
          operations during that time period. The new credit agreement provides
          for available borrowings under a revolving line of credit up to a
          maximum of $5,000,000, subject to certain borrowing base limitations.
          The new credit agreement also allows up to $3,500,000 of capital
          expenditures, including an expansion program for a new facility in
          Scottsburg once certain performance criteria are met. Under the terms
          of the new credit agreement, the Company is subject to a number of
          financial covenants. Additionally, the Company is prohibited from
          paying deferred dividends on its outstanding preferred stock and is
          limited in its ability to borrow other funds until certain performance
          criteria are met. The amount of accrued but unpaid preferred dividends
          was $208,142 at September 27, 1998. The new credit agreement also
          requires the Company to continue to place $1,000,000 per year into the
          sinking fund to be available to retire other debt. The existing
          sinking fund balance, plus fifty percent of the fiscal 1999 sinking
          fund contributions, will provide the Company with the funds for the
          Scottsburg expansion if the Company satisfies the performance criteria
          allowing it to begin the expansion project.



                                      -8-
<PAGE>   9

          Through the second quarter ended September 27, 1998, net cash provided
          by operating activities was $2,022,000 as compared to net cash
          provided by operating activities of $984,000 through the second
          quarter ended September 28, 1997. Net cash provided by operating
          activities was positively impacted by a decrease in accounts
          receivable and inventory and an increase in accrued expenses due to
          the Company changing its accrual for environmental matters.

          At September 27, 1998, the Company's net working capital and current
          ratio were $(2,012,000) and .83 to 1, respectively, as compared to net
          working capital of $606,000 and current ratio of 1.06 to 1 at
          September 28, 1997. The decrease in working capital was primarily
          attributable to an increase in accounts payable and accrued
          liabilities. At September 27, 1998, the Company was in compliance with
          its loan covenants and current in its principal and interest payments
          on all debt. The Company believes cash from operations and
          availability under the line of credit will satisfy the Company's cash
          needs, including debt service, capital expenditures and settlement
          payments, through September 30, 1999.

          The prior year results were negatively impacted by a $310,000
          restructuring charge of severance and benefit obligations associated
          with the closing of the Cincinnati plant.

Computer Systems - Year 2000 Impact

          STATE OF READINESS: The Company has implemented a Year 2000 compliance
          program designed to ensure that the Company's computer systems and
          applications will function properly beyond 1999. The program
          implementation involves employees from all areas of the Company. The
          Company believes it has identified all the systems which need testing,
          including, but not limited to, its traditional information systems, as
          well as those systems containing embedded chip technology, commonly
          found in the Company's presses and buildings and equipment connected
          with the buildings' infrastructure such as heating, refrigeration and
          air conditioning systems. The majority of testing to determine if the
          systems are Year 2000 compliant is complete. Portions of the
          remediation phase are also complete and currently in use. The
          remainder of the remediation phase is projected to be completed by the
          end of the current fiscal year. In some cases, purchased software will
          be the basis for modifying non-compliant systems.

          COSTS. The total expected cost of the Company's Year 2000 compliance
          program is projected to be less then $300,000, consisting primarily of
          the installation of a new computer system and internal salaries, of
          which approximately $250,000 has been spent. All costs are either
          capitalized or expensed as incurred. The Company expects funding for
          these costs to come from working capital and, if necessary, from its
          line of credit.

          RISK. Although the full consequences are unknown, the failure of one
          of the Company's critical systems or the failure of an outside system,
          such as that of the Federal Reserve or electrical utilities, may
          result in interruption of the Company's business which may result in a
          materially adverse effect on the operations or financial condition of
          the Company. With particular respect to raw materials purchased for
          processing from the Company's key vendors, the Company does not expect
          that any vendor's or small group of vendor's Year 2000 problems would
          have a long-term negative effect on the Company since the Company does
          not believe that any of its competitors would be in a position to sell
          competitive products either. Notwithstanding the foregoing, the loss
          of revenue for an extended period of time would likely have a
          materially adverse effect on the Company. The Company has contacted
          its significant customers and vendors with respect to their ability to
          comply with the Year 2000. Despite the relative lack of problems
          encountered in these discussions, the Company has no direct
          confirmation or control of Year 2000 remediation efforts by


                                      -9-
<PAGE>   10


          its customers and suppliers and therefore, there can be no assurance
          that system failures that cause materially adverse results to
          customers or vendors would not have an adverse effect on the Company.

          CONTINGENCY PLANS. The Company is in the process of developing
          contingency plans for those areas which might be affected by the Year
          2000 problems; however, there can be no assurance that a contingency
          plan will exist for all situations. Further, until the Company has
          received information from most of its suppliers and customers, any
          contingency plan would be preliminary.

Forward Looking Statements

          Certain statements contained in this report that are not historical
          facts constitute forward-looking statements within the meaning of the
          Private Securities Litigation Reform Act of 1995, and are intended to
          be covered by the safe harbors created by that Act. Reliance should
          not be placed on forward-looking statements because they involve known
          and unknown risks, uncertainties and other factors which may cause
          actual results, performance or achievements to differ materially from
          those expressed or implied. Any forward-looking statement speaks only
          as of the date made. The Company undertakes no obligation to update
          any forward-looking statements to reflect events or circumstances
          after the date on which they are made.

          Statements concerning expected financial performance, on-going
          business strategies, and possible future action which the Company
          intends to pursue in order to achieve strategic objectives constitute
          forward-looking information. Implementation of these strategies and
          the achievement of such financial performance are each subject to
          numerous conditions, uncertainties and risk factors. Factors which
          could cause actual performance to differ materially from these forward
          looking statements include, without limitation, factors discussed in
          conjunction with a forward-looking statement; changes in general
          economic conditions; the success of its significant customers;
          acceptance of new product offerings; changes in business strategy or
          plans; vendor and customer Year 2000 compliance; quality of
          management; availability, terms and development of capital;
          availability of raw materials; business abilities and judgment of
          personnel; changes in, or the failure to comply with, government
          regulations; competition; the ability to achieve cost reductions; the
          ability to dispose of certain assets at favorable prices; increases in
          general interest rate levels affecting the company's interest costs
          (most of which are tied to general interest rate levels); the ability
          to refinance outstanding debt on favorable terms; and the ability to
          reduce or defer certain capital expenditures. The Company undertakes
          no obligation to publicly update or revise any forward-looking
          statements, whether as a result of new information, future events or
          otherwise.



                                      -10-
<PAGE>   11


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


  Item 4.  Submissions of Matters to a Vote of Security Holders
           ----------------------------------------------------

           The Company's Annual Meeting of Shareholders was held on October 15,
           1998. Each of the following matters was voted upon and approved by
           the Company's shareholders as indicated below:

           1.     Election of the following directors:

                  Gordon B. Bonfield, 1,805,390 votes for and 9,050 withheld.

                  Charles B. Connolly, 1,805,390 votes for and 9,050 withheld.

                  Lorrence T. Kellar, 1,805,390 votes for and 9,050 withheld.

                  Burton D. Morgan, 1,802,105 votes for and 12,425 withheld.

                  David H. Pease, Jr., 1,802,105 votes for and 12,425 withheld.

                  Louis M. Perlman, 1,805,390 votes for and 9,050 withheld.

           2.     Approval of a Non-Employee Director Option Plan, 1,673,946 
                  votes for, 136,564 votes against, 3,930 abstentions.

           3.     Ratification of the appointment of Grant Thornton LLP as the 
                  Company's independent public accountants for fiscal 1999, 
                  1,808,990 votes for 4,950 votes against, 500 abstentions.

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

           (a)  List of Exhibits

                                   Description
                                   -----------

                Exhibit Number
                --------------


                27                 Financial Data Schedule



                                      -11-
<PAGE>   12


                                   Signatures
                                   ----------


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


                                    Multi-Color Corporation
                                    (Registrant)




Date:    November 16, 1998          By:  /s/ William R. Cochran
                                       -------------------------------
                                        William R. Cochran
                                        Vice President, Chief Financial Officer








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