<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 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 #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 - 2,277,679 (as of October 29, 1997)
        ----------------------------------------------------------------



                                       -1-

<PAGE>   2

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

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

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

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

<TABLE>
<CAPTION>
                                                                       Thirteen Weeks Ended
                                                          ----------------------------------------------
                                                          September 28, 1997          September 29, 1996
                                                          ------------------          ------------------

<S>                                                             <C>                          <C>     
NET SALES                                                       $ 11,792                     $ 12,125

COST OF GOODS SOLD                                                 9,839                       10,109
                                                                --------                     --------

Gross Profit                                                       1,953                        2,016

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                       1,399                        1,439

RESTRUCTURING CHARGE                                                 310                            0
                                                                --------                     --------

Operating Income                                                $    244                     $    577

OTHER EXPENSE (INCOME)                                               (78)                          (6)

INTEREST EXPENSE                                                     286                          278
                                                                --------                     --------

Income Before Taxes                                             $     36                     $    305

PROVISION (CREDIT) FOR TAXES                                           -                            -
                                                                --------                     --------

NET INCOME                                                      $     36                     $    305
                                                                ========                     ========

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

NET EARNINGS(LOSS) PER COMMON SHARE
Primary                                                         $  (0.02)                    $   0.11
                                                                ========                     ========
Fully Diluted                                                         NA                           NA
                                                                ========                     ========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Primary                                                            2,170                        2,207
                                                                ========                     ========
Fully Diluted                                                         NA                           NA
                                                                ========                     ========

NA-Diluted effect less than 3%
</TABLE>

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




                                      -2-

<PAGE>   3



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

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

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

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


<TABLE>
<CAPTION>
                                                            Twenty-Six Weeks Ended
                                                   ------------------------------------------
                                                   September 28, 1997      September 29, 1996
                                                   ------------------      ------------------

<S>                                                       <C>                    <C>     
NET SALES                                                 $ 23,276               $ 23,692

COST OF GOODS SOLD                                          19,503                 19,930
                                                          --------               --------

Gross Profit                                                 3,773                  3,762

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                 2,797                  2,769

RESTRUCTURING CHARGE                                           310                      0
                                                          --------               --------

Operating Income                                          $    666               $    993

OTHER EXPENSE (INCOME)                                         (79)                   (12)

INTEREST EXPENSE                                               553                    577
                                                          --------               --------

Income Before Taxes                                       $    192               $    428

PROVISION (CREDIT) FOR TAXES                                     -                      -
                                                          --------               --------

NET INCOME                                                $    192               $    428
                                                          ========               ========

PREFERRED STOCK DIVIDENDS                                 $    140               $    121
                                                          ========               ========

NET EARNINGS PER COMMON SHARE
Primary                                                   $   0.02               $   0.14
                                                          ========               ========
Fully Diluted                                                   NA                     NA
                                                          ========               ========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Primary                                                      2,219                  2,218
                                                          ========               ========
Fully Diluted                                                   NA                     NA
                                                          ========               ========

NA-Diluted effect less than 3%
</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)

<TABLE>
<CAPTION>
                                     ASSETS
                                     ------

                                                                   September 28, 1997             March 30, 1997
                                                                   -----------------            -------------------
                                                                (Prepared Without Audit)        (Derived from Audited 
                                                                                                 Financial Statements)

<S>                                                                      <C>                          <C>     
CURRENT ASSETS
     Cash and Cash Equivalents                                           $     23                     $     81
     Accounts Receivable                                                    4,318                        3,249
     Notes Receivable                                                         114                          118
     Inventories
       Raw Materials                                                        2,396                        1,649
       Work in Progress                                                     1,483                          641
       Finished Goods                                                       2,047                        2,802
     Deferred Tax Benefit                                                     241                          241
     Prepaid Expenses and Supplies                                             90                           92
     Refundable Income Taxes                                                   46                           46
                                                                         --------                     --------
                      Total Current Assets                               $ 10,758                     $  8,919
                                                                         --------                     --------
RESTRICTED CASH (IRB PROCEEDS)                                           $    458                        $   -
                                                                         --------                     --------
SINKING FUND DEPOSITS                                                    $    939                     $     74
                                                                         --------                     --------
PROPERTY, PLANT, AND EQUIPMENT                                           $ 34,955                     $ 33,466
ACCUMULATED DEPRECIATION                                                  (14,202)                     (14,382)
                                                                         --------                     --------
                                                                         $ 20,753                     $ 19,084
                                                                         --------                     --------
PROPERTY, PLANT, AND EQUIPMENT HELD FOR SALE                             $  1,221                     $    440
ACCUMULATED DEPRECIATION                                                     (941)                        (296)
                                                                         --------                     --------
                                                                         $    280                     $    144
                                                                         --------                     --------
DEFERRED CHARGES, net                                                    $     66                     $      3
                                                                         --------                     --------
NOTE RECEIVABLE                                                          $    114                     $    163
                                                                         --------                     --------
NOTE RECEIVABLE FROM OFFICERS/SHAREHOLDERS                               $    100                     $    100
                                                                         --------                     --------
                          TOTAL ASSETS                                   $ 33,468                     $ 28,487
                                                                         ========                     ========

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

CURRENT LIABILITIES:
     Short-Term Debt                                                     $  2,602                     $  2,294
     Current Portion of Long-term Debt                                      1,014                        1,003
     Current Portion of Capital Lease Obligation                              110                          114
     Accounts Payable                                                       5,716                        3,632
     Accrued Expenses                                                         501                        1,215
     Restructuring Charge                                                     209                            -
                                                                         --------                     --------

                     Total Current Liabilities                           $ 10,152                     $  8,258
                                                                         --------                     --------

LONG-TERM DEBT, excluding current portion                                $ 12,600                     $  9,600
                                                                         --------                     --------
CAPITAL LEASE OBLIGATION                                                 $    253                     $    302
                                                                         --------                     --------
DEFERRED TAXES                                                           $    241                     $    241
                                                                         --------                     --------
DEFERRED COMPENSATION                                                    $    817                     $    692
                                                                         --------                     --------
PENSION LIABILITY                                                        $      1                     $      1
                                                                         --------                     --------
                       Total Liabilities                                 $ 24,064                     $ 19,094
                                                                         --------                     --------

MINORITY INTEREST                                                        $    444                     $    486
                                                                         --------                     --------

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                                                        9,175                        9,175
     Accumulated Deficit                                                   (3,290)                      (3,343)
     Treasury Stock                                                           (45)                         (45)
     Excess of Additional Pension Liability Over
       Unrecognized Prior Service Cost                                        (46)                         (46)
                                                                         --------                     --------
                       Total Shareholders' Investment                    $  8,960                     $  8,907
                                                                         --------                     --------
     TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                      $ 33,468                     $ 28,487
                                                                         ========                     ========
</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 28, 1997     September 29, 1996
                                                                                          -----------------------------------------

<S>                                                                                           <C>                     <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income                                                                             $   192                 $   428
       Adjustments to reconcile net income to net
             cash provided by (used in) operating activities -
             Depreciation and amortization                                                        977                     919
             Minority interest in losses of subsidiary                                            (43)                      -
             Common stock issued for awards                                                         -                      32
             Increase in deferred compensation                                                    125                      52
             Decrease in notes receivable                                                          53                      49
             Net increase in accounts receivable,
                 inventories and prepaid expenses and supplies                                 (1,901)                   (730)
             Net increase (decrease) in accounts payable and
                 accrued liabilities                                                            1,372                  (1,080)
             Increase in restructuring charges                                                    310                       -
             Payment of restructuring liabilities                                                (101)                      -
                                                                                              -------                 -------
             Net cash provided by (used in) operating activities                              $   984                 $  (330)
                                                                                              -------                 -------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital Expenditures, net                                                              $(2,960)                $  (765)
       Restricted cash (IRB Proceeds)                                                            (458)                      -
       Proceeds from sale of assets                                                               190                      50
                                                                                              -------                 -------

                Net cash used in investing activities                                         $(3,228)                $  (715)
                                                                                              -------                 -------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Decrease of revolving loan including
                non-current portion, net                                                      $   308                 $   511
       Cash Dividends                                                                            (140)                   (121)
       Sinking fund payments                                                                     (864)                 (1,726)
       Proceeds from issuance of preferred stock                                                    -                   2,432
       Additions (reductions) to long-term debt, including current portion                      3,011                      (1)
       Treasury Stock, net                                                                          -                     (45)
       Repayment of Capital Lease Obligations                                                     (54)                    (31)
       Capitalized Bank Fees                                                                      (75)                      -
                                                                                              -------                 -------

                Net cash provided by financing activities                                     $ 2,186                 $ 1,019
                                                                                              -------                 -------
                Net decrease in cash and cash equivalents                                     $   (58)                $   (26)
CASH AND CASH EQUIVALENTS, beginning of period                                                $    81                 $    40
                                                                                              -------                 -------
CASH AND CASH EQUIVALENTS, end of period                                                      $    23                 $    14
                                                                                              -------                 -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Interest paid                                                                          $   553                 $   577
                                                                                              -------                 -------
       Income Taxes paid                                                                      $     5                 $     2
                                                                                              -------                 -------
</TABLE>

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



                                      -5-
<PAGE>   6



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

                             Multi-Color Corporation

                         Notes to Financial Information

     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.

     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.

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

Results of Operations

Thirteen Weeks Ended September 28, 1997 Compared to the Thirteen Weeks Ended
September 29, 1996

     Net sales decreased $333,000, or 2.8%, in the second quarter as compared to
     the same quarter of the previous year. The decrease in sales was due to a
     29% ($996,000) decrease in prime label business. The decline in prime label
     business was the result of the Company eliminating some unprofitable
     prime label activities and the reduced sales to one major customer as the 
     existing profitability did not meet the expected returns established by 
     management. The Company continues to take steps to improve the
     profitability of its prime label business and may experience further sales
     declines as a result of these efforts.

     In-mold label sales increased 6% ($476,000) and cylinder sales increased
     22% ($156,000) in the second quarter as compared to the same quarter of the
     previous year confirming the Company's confidence in the long-term growth
     in these markets.

     Gross profit decreased by $63,000 as compared to the previous year with
     lower sales volumes. Gross profit was negatively impacted by the startup
     costs for a new rotogravure press at the Scottsburg, Indiana plant and by
     profits deferred from an increase in inventory connected with the
     continuing strong demand for labels for consumer-product packaging.

     Selling, general, and administrative expenses decreased $40,000 as compared
     to the same prior year period. The decrease was attributable to lower costs
     associated with the downsizing of the Cincinnati plant.

     During the second quarter, the Company accrued a restructuring charge of
     $310,000 for the previously announced closing of the Cincinnati printing
     plant to handle severance and benefit obligations associated with the plant
     closing.



                                      -6-
<PAGE>   7


     Interest expense increased $8,000 as compared to the same prior year period
     and was the result of higher borrowings against the short-term revolver and
     long-term debt.

     The net income for the period was $36,000 (loss of [$.02] per share after
     payment of preferred stock dividends) as compared to net income of $305,000
     ($.11 per share after payment of preferred stock dividends) in the same
     prior year period. The net income for the period without the $310,000
     restructuring charge was $346,000 ($.12 per share after payment of
     preferred stock dividends).

Twenty-Six Weeks Ended September 28, 1997 Compared to the Twenty-Six Weeks Ended
September 29, 1996

     Net sales decreased $416,000 or 1.8%, in the first six months as compared
     to the same prior year period. The decrease in sales was due primarily to a
     30% ($1,962,000) decrease in prime label business. A portion of the
     $1,962,000 decline in prime label business ($325,000 or approximately 17%)
     was the result of the Company eliminating the flexo printing operations in
     the Cincinnati division during the fiscal year 1997 first quarter. The
     remaining decline in prime label business was the result of the Company
     eliminating some unprofitable prime label activities and the reduced sales
     to one major customer as the existing profitability did not meet the
     expected returns established by management. The Company continues to take
     steps to improve the profitability of its prime label business and may
     experience further sales declines as a result of these efforts.

     In-mold label sales increased 8.2% ($1,292,000) and cylinder sales
     increased 17.5% ($254,000) in the first six months as compared to the same
     prior period confirming the Company's confidence in the long-term growth in
     these markets.

     With lower sales, gross profit still increased by $11,000 as compared to
     the previous year. The gross profit percentage increased from 15.9% last
     year to 16.2% supporting the management's commitment to lower the Company's
     cost structure.

     Selling, general, and administrative expenses increased $28,000 as compared
     to the previous year period. The increase was a combination of the
     increased selling effort required in support of growing in-mold label sales
     offset by lower administrative costs at Cincinnati due to the plant
     closing.

     During the second quarter, the Company accrued a restructuring charge of
     $310,000 for the previously announced closing of the Cincinnati printing
     plant to handle severance and benefit obligations associated with the plant
     closing.

     Interest expense decreased $24,000 as compared to the same prior year
     period and was the result of lower average borrowings on the Company's
     IRB's.

     The net income for the period was $192,000 ($.02 per share after payment of
     preferred stock dividends) as compared to net income of $428,000 ($.14 per
     share after payment of preferred stock dividends) in the same prior year
     period. The net income for the period without the $310,000 restructuring
     charge was $502,000 ($.16 per share after payment of preferred stock
     dividends).

Liquidity and Capital Resources

     In July 1994, the Company entered into a new Credit Agreement with PNC
     Bank, Ohio, National Association, and Star Bank, National Association
     extending through July 1997. This agreement was to provide available
     borrowings under the revolving line of credit of up to a maximum of
     $5,000,000 subject to certain borrowing base limitations, and to provide
     for up to an additional $1,400,000 of long-




                                      -7-
<PAGE>   8


     term financing for capital expenditures. During 1995, the Company was in
     violation of certain of its financial covenants and received waivers from
     its lenders with respect to these violations until April 2, 1995. In
     connection with the waivers, the Credit Agreement was amended to restrict
     the borrowing base, increase the interest rate and fees applicable to the
     borrowings under the Credit Agreement, and restrict the $1,400,000 term
     loan and lease lines. The Company remained in violation of the cashflow
     coverage ratio, the leverage ratio, and the current ratio covenants until
     February 23, 1996, at which time, the Credit Agreement was restated. As the
     Company was in violation of certain covenants that gave the lenders the
     right to accelerate the due dates of their loans, the 1995 annual report
     was issued with the otherwise long-term debt classified as short-term. This
     resulted in a significant deterioration in the Company's working capital
     position.

     During 1996, management launched a three tiered initiative designed to
     overcome the Company's financial difficulties. First was a plan to restore
     the Cincinnati operations to profitability as measured on an Earnings
     Before Interest, Taxes, Depreciation, and Amortization (EBITDA) basis.
     Second was a strategy to continue growing the in-mold label business while
     improving gross margins in this area. This strategy called for
     consolidating all the gravure in-mold label manufacturing in the Scottsburg
     facility thereby increasing operating efficiencies and operating leverage.
     The third aspect of the initiative called for the Company to raise
     approximately $3,000,000 in equity to strengthen the capital structure of
     the Company. The Company was successful in its efforts as four consecutive
     quarters of profitability resulted during 1996 each having EBITDA exceeding
     $1,000,000. Additionally, the Company was successful in raising $500,000 in
     equity prior to year-end 1996 and $2,418,000 during the first quarter of
     1997, supporting its commitment to strengthen its overall financial
     structure.

     Regaining profitability during 1996 coupled with significant improvements
     in cashflow and debt reduction enabled the Company to restate its loan
     agreement with its lenders on February 23, 1996. The restated loan
     agreement provided available borrowings under the revolving line of credit
     of up to $3,750,000 and a $500,000 standby letter of credit to purchase raw
     materials included as a sub-limit to the revolving credit facility.
     Additionally, the restated agreement allowed for annual capital
     expenditures not to exceed $1,500,000.

     With the infusion of equity, the Company expanded the Scottsburg division
     during 1997 by adding additional capacity. Recognizing the importance of
     this expansion program to the overall success of the Company, the lenders
     amended the restated loan agreement on May 2, 1996 permitting the
     acquisitions associated with the Scottsburg expansion. This amendment
     allowed total capital expenditures of $3,500,000 for 1997. Additionally,
     the associated covenants impacted by the increased capital expenditures
     were appropriately amended and the Company remains in compliance with the
     revised covenant requirements.

     On July 22, 1996, the February 23, 1996 restated loan agreement was amended
     to improve the borrowing base calculation, reduce the annual agency fees,
     and improve the reporting requirements of the Borrowing Base Certificate to
     a monthly versus weekly requirement. Additionally, the Company started a
     new entity with Think Laboratory Co. Inc. of Kashiwa, Japan, through a
     corporation owned 80% by the Company and entitled Laser Graphic Systems,
     Incorporated, during the second quarter to develop the market for engraving
     services in the United States. Although the banks previously had verbally
     consented to the creation of this subsidiary, the loan agreement required
     written consent. Therefore, the third amendment and waiver to the February
     23, 1996 restated loan agreement was signed on October 31, 1996, whereby
     the lenders consented to the new company. The third amendment also
     increased the annual lease lines by $200,000 allowing the Company an annual
     exposure of $600,000 for rental payments under all lease agreements on real
     and personal property in support of the Company's Scottsburg plant
     expansion plans.


                                      -8-
<PAGE>   9

     On January 9, 1997, the Company and its lenders, PNC Bank, Ohio, National
     Association, and Star Bank, National Association, entered into a new Credit
     Agreement extending its revolving line of credit through July 31,1998. The
     new loan agreement also provides for a $2,000,000 non-revolving credit
     facility expiring August 25, 1997. Borrowings under the revolving line of
     credit are limited to $4,500,000 and a $500,000 standby letter of credit to
     purchase raw materials is included as a sub-limit to the revolving credit
     facility. The agreement also allows the Company to make capital
     expenditures of $3,200,000 during fiscal year 1997, $2,600,000 during
     fiscal year 1998, and $1,800,000 during fiscal year 1999 in support of its
     capital expansion program. Unexpended amounts during one fiscal year can be
     accumulated and carried over to the next fiscal year. Additionally, the new
     agreement allows the Company an annual exposure of $600,000 for rental
     payments under all lease agreements on real and personal property. The new
     agreement also reduces the fee structure of the Company's loan portfolio
     and establishes reduced interest rates if certain performance targets are
     accomplished. The Company is in compliance with all covenants included in
     the agreements. No borrowing beyond the existing credit facilities is
     anticipated.

     PNC Bank, Ohio, National Association, and Star Bank, National Association,
     also entered into a new loan agreement on January 9, 1997 with Laser
     Graphic Systems, Incorporated providing a revolving line of credit of
     $500,000 until August 1, 1997 at which time, it will be converted to an
     evenly amortized term note due June 30, 2002.

     Subsequent to the signing of the January 9, 1997 loan agreement, the
     Company entered into a consignment agreement with one of its customers. In
     support of this arrangement, the banks issued the first amendment to the
     January 9, 1997 loan agreement on February 25, 1997 in support of this
     program whereby the Company was allowed to borrow against the consigned
     inventory.

     To finance the expansion of the Scottsburg, Indiana, plant, the Company was
     successful in obtaining Variable Rate Demand Industrial Development Revenue
     Bonds from the City of Scottsburg in the principal amount of $3,000,000 on
     April 1, 1997. In support of this financing, the banks issued the second
     amendment to the January 9, 1997 loan agreement on April 1, 1997 whereby
     the appropriate Letters of Credit were issued in support of the financing.
     Additionally, commencing June 30, 1998, the sinking fund quarterly deposits
     will increase to $330,000 versus $250,000 required in the January 9, 1997
     loan agreement.

     In support of the closing of the Cincinnati plant, the banks approved the
     third amendment to the January 9, 1997 loan agreement on September 1, 1997.
     The third amendment modified the cashflow coverage ratio from 1.1 to 1 to 1
     to 1. This modification was necessary to handle the cash outflow associated
     with the restructuring charge taken in the second quarter of fiscal 1998.

     Through the second quarter ended September 28, 1997, net cash provided by
     operating activities was $984,000 as compared to $330,000 of net cash used
     in operating activities through the second quarter ended September 29,
     1996. Net cash provided by operating activities was impacted by an increase
     in supplier accounts payable.

     At, September 28, 1997, the Company's net working capital and current ratio
     were $606,000 and 1.06 to 1 respectively, as compared to net working
     capital of $661,000 and current ratio of 1.08 to 1 at March 30, 1997. The
     decrease in working capital was primarily attributable to higher borrowings
     under the Company's revolving loan and higher accounts payable.

     At September 28, 1997, the Company was in compliance with its loan
     covenants and current in its principal and interest payments on all debt.
     As of October 24, 1997, approximately $1,500,000 was available under the
     revolving line of credit.


                                      -9-
<PAGE>   10

                           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 August 14,
         1997. Each of the following matters was voted upon and approved by the
         Company's shareholders as indicated below:

         1.       Election of the following directors:

                  (a) John C. Court, 2,173,395 votes for and 17,199 withheld.

                  (b) Lorrence T. Kellar, 2,175,270 votes for and 15,324
                      withheld.

                  (c) John D. Littlehale, 2,173,895 votes for and 16,699
                      withheld.

                  (d) Burton D. Morgan, 2,075,405 votes for and 115,189
                      withheld.

                  (e) David H. Pease, Jr. 2,175,270 votes for and 15,324
                      withheld.

                  (f) Louis M. Perlman, 2,175,270 votes for and 15,324 withheld.

         2.       Approval of a Stock Option Plan, 1,358,194 votes for, 202,057
                  votes against, 6,300 abstentions, 624,043 broker non-votes.

         3.       Ratification of the appointment of Grant Thornton LLP as the
                  Company's independent public accountants for fiscal 1998,
                  2,181,455 votes for, 6,974 votes against, 2,165 abstentions.



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

           (a)  List of Exhibits

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

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

                10.41              Third Amendment to January 9, 1997 Credit 
                                   Agreement, effective as of September 1, 1997

                27                 Financial Data Schedule




                                      -10-
<PAGE>   11

                                   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     7    , 1997     By: /s/ William R. Cochran
                  --------               --------------------------------
                                         William R. Cochran
                                         Vice President, Chief Financial Officer







                                      -11-