<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 December 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                                      31-1125853
   (State or other jurisdiction of                       (IRS Employer
    incorporation or organization)                    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 - 2,305,460 (as of February 4, 1999)
        ----------------------------------------------------------------



                                      -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
                                                                                 ------------------------------------------
                                                                                 December 27, 1998        December 28, 1997
                                                                                 -----------------        -----------------
<S>                                                                                    <C>                      <C>
NET SALES                                                                              $12,897                  $12,688

COST OF GOODS SOLD                                                                      10,925                   11,439
                                                                                       -------                  -------

Gross Profit                                                                           $ 1,972                  $ 1,249

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                             1,030                    1,464
                                                                                       -------                  -------

Operating Income (loss)                                                                $   942                  $  (215)

OTHER EXPENSE (INCOME)                                                                    (111)                    (202)

INTEREST EXPENSE                                                                           295                      282
                                                                                       -------                  -------

Income (loss) Before Taxes                                                             $   758                  $  (295)

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

NET INCOME (LOSS)                                                                      $   758                  $  (295)
                                                                                       =======                  =======

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

NET EARNINGS PER COMMON SHARE
Basic earnings (loss) per common share                                                 $  0.30                  $ (0.17)
                                                                                       =======                  =======
Diluted earnings (loss)  per common share                                              $  0.25                  $ (0.17)
                                                                                       =======                  =======

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                                                    2,303                    2,170
                                                                                       =======                  =======
Diluted                                                                                  2,995                    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>
                                                                                          Thirty-Nine Weeks Ended
                                                                                --------------------------------------------
                                                                                December 27, 1998          December 28, 1997
                                                                                -----------------          -----------------
<S>                                                                                  <C>                         <C>    
NET SALES                                                                            $36,640                     $35,964

COST OF GOODS SOLD                                                                    31,526                      30,943
                                                                                     -------                     -------

Gross Profit                                                                         $ 5,114                     $ 5,021

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                           3,727                       4,260

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

Operating Income (loss)                                                              $ 1,387                     $   451

OTHER EXPENSE (INCOME)                                                                  (144)                       (281)

INTEREST EXPENSE                                                                         858                         835
                                                                                     -------                     -------

Income (loss) Before Taxes and Cumulative Effect of a
     Change in Accounting Principle                                                  $   673                     $  (103)

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

Income (loss) Before Cumulative Effect of a Change in Accounting Principle           $   673                     $  (103)

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

NET INCOME (LOSS)                                                                    $   897                     $  (103)
                                                                                     =======                     =======

PREFERRED STOCK DIVIDENDS                                                            $   207                     $   210
                                                                                     =======                     =======

NET EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per common share:
     Income (loss) before Cumulative Effect                                          $  0.21                     $ (0.14)
     Cumulative Effect of Change in Accounting for Inventories                       $  0.10                           -
                                                                                     -------                     -------
     Net Income (loss)                                                               $  0.31                     $ (0.14)
                                                                                     =======                     =======

Diluted earnings (loss) per common share:
     Income (loss) before Cumulative Effect                                          $  0.21                     $ (0.14)
     Cumulative Effect of Change in Accounting for Inventories                       $  0.09                           -
                                                                                     -------                     -------
     Net Income (loss)                                                               $  0.30                     $ (0.14)
                                                                                     =======                     =======

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                                                  2,256                       2,170
                                                                                     =======                     =======
Diluted                                                                                2,411                       2,170
                                                                                     =======                     =======
</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

                                                                                    December 27, 1998         March 29, 1998
                                                                                    -----------------         --------------
                                                                                                              (Derived from
                                                                                        (Prepared           Audited Financial
                                                                                      Without Audit)            Statements)
<S>                                                                                  <C>                    <C>
CURRENT ASSETS
     Cash and Cash Equivalents                                                           $     13               $     12
     Accounts Receivable                                                                    4,540                  4,682
     Notes Receivable                                                                          94                    130
     Inventories
       Raw Materials                                                                        1,250                  1,720
       Work in Progress                                                                     1,207                    739
       Finished Goods                                                                       2,106                  2,564
     Deferred Tax Benefit                                                                     476                    476
     Prepaid Expenses and Supplies                                                            105                    165
     Refundable Income Taxes                                                                   23                     30
     Property Held for Sale                                                                     -                    905
                                                                                         --------               --------
                  Total Current Assets                                                   $  9,814               $ 11,423
                                                                                         --------               --------
SINKING FUND DEPOSITS                                                                    $  1,969               $    621
                                                                                         --------               --------
PROPERTY, PLANT, AND EQUIPMENT                                                           $ 29,388               $ 29,003
ACCUMULATED DEPRECIATION                                                                  (11,845)               (10,383)
                                                                                         --------               --------
                                                                                         $ 17,543               $ 18,620
                                                                                         --------               --------
DEFERRED CHARGES, net                                                                    $    115               $     48
                                                                                         --------               --------
NOTE RECEIVABLE                                                                          $      -               $     42
                                                                                         --------               --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS                                              $    100               $    100
                                                                                         --------               --------
                  TOTAL ASSETS                                                           $ 29,541               $ 30,854
                                                                                         ========               ========


                    LIABILITIES AND SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
     Short-Term Debt                                                                     $  1,995               $  3,664
     Current Portion of Long-term Debt                                                      1,005                  1,024
     Current Portion of Capital Lease Obligation                                              105                     93
     Accounts Payable                                                                       6,004                  6,968
     Accrued Expenses                                                                       2,056                  1,500
                                                                                         --------               --------
                  Total Current Liabilities                                              $ 11,165               $ 13,249
                                                                                         --------               --------
LONG-TERM DEBT, excluding current portion                                                $ 11,000               $ 11,000
                                                                                         --------               --------
CAPITAL LEASE OBLIGATION                                                                 $    126               $    208
                                                                                         --------               --------
DEFERRED TAXES                                                                           $    476               $    476
                                                                                         --------               --------
DEFERRED COMPENSATION                                                                    $    913               $    854
                                                                                         --------               --------
                  Total Liabilities                                                      $ 23,680               $ 25,787
                                                                                         --------               --------

MINORITY INTEREST                                                                        $    369               $    402
                                                                                         --------               --------

SHAREHOLDERS' INVESTMENT
     Preferred Stock Series B, no par value                                              $    477               $    530
     Preferred Stock Series A, no par value                                                 2,418                  2,418
     Common Stock, no par value                                                               220                    218
     Paid-in Capital                                                                        9,380                  9,192
     Accumulated Deficit                                                                   (7,003)                (7,693)
                                                                                         --------               --------
                   Total Shareholders' Investment                                        $  5,492               $  4,665
                                                                                         --------               --------
                   TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                        $ 29,541               $ 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>
                                                                                             Thirty-Nine Weeks Ended
                                                                                      -------------------------------------
                                                                                      December 27, 1998   December 28, 1997
                                                                                      -----------------   -----------------
<S>                                                                                   <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income (loss)                                                                   $   897             $ (103)
       Adjustments to reconcile net income to net
             cash provided by (used in) operating activities -
             Depreciation and amortization                                                   1,480              1,504
             Issuance of stock options below FMV                                                97
             Minority interest in losses of subsidiary                                         (33)               (70)
             Increase in deferred compensation                                                  59                150
             Decrease in notes receivable                                                       78                 81
             Net (increase) decrease of accounts receivable,
               inventories and prepaid expenses and supplies                                   694             (2,729)
             Net increase (decrease) in accounts payable,
               accrued liabilities, and preferred dividends                                   (353)             2,912
             Increase in restructuring changes                                                   -                310
             Payment of restructuring changes                                                    -               (277)
                                                                                           -------            -------
             Net cash provided by operating activities                                     $ 2,919            $ 1,778
                                                                                           -------            -------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital Expenditures, net                                                           $  (475)           $(3,474)
       Restricted cash (IRB Proceeds)                                                           23               (269)
       Proceeds from sale of property, plant and equipment                                     939                532
                                                                                           -------            -------
                Net cash provided by (used in) investing activities                        $   487            $(3,211)
                                                                                           -------            -------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Net increase (decrease) of revolving loan including,
                 non-current portion, net                                                  $(1,669)           $   424
       Cash Dividends/Accrued Dividends                                                       (207)              (210)
       Sinking fund payments                                                                (1,372)               (96)
       Additions to long-term debt, including current portion                                    -              1,406
       Proceeds from issuance of common stock                                                   40
       Repayment of long-term debt, including current portion                                  (19)
       Repayment of Capital Lease Obligations                                                  (69)               (82)
       Capitalized Bank Fees                                                                  (109)               (75)
                                                                                           -------            -------
                Net cash provided by (used in) financing activities                        $(3,405)           $ 1,367
                                                                                           -------            -------
                Net increase in cash and cash equivalents                                  $     1            $   (66)
CASH AND CASH EQUIVALENTS, beginning of period                                             $    12            $    80
                                                                                           -------            -------
CASH AND CASH EQUIVALENTS, end of period                                                   $    13            $    14
                                                                                           -------            -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Interest paid                                                                       $   858            $   835
                                                                                           -------            -------
       Income Taxes paid                                                                   $     4            $    19
                                                                                           -------            -------
       Restructuring  Charge                                                               $     -            $   310
                                                                                           -------            -------
</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 quarters ended June 28, 1998 and
         September 27, 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 thirty-nine weeks ended December 27, 1998.
         Information is not available to determine the effect of the change on
         income for the quarter ended December 27, 1998.

         The following is a reconciliation of the number of shares used in the
         basic earnings per share (EPS) and diluted EPS computations:


<TABLE>
<CAPTION>
                                                                       Quarter Ended                       Quarter Ended
                                                                     December 27, 1998                   December 28, 1997
                                                              --------------------------------    --------------------------------
                                                                                   Per Share                           Per Share
                                                                  Shares            Amounts           Shares            Amounts
                                                              --------------    --------------    --------------     -------------
             <S>                                              <C>                  <C>             <C>                 <C>
             Basic EPS before cumulative effect                 2,302,768            $ .30           2,169,679           $(.17)
             Effect of dilutive stock options                      47,691                -                   -               -
             Convertible shares                                   644,180            $(.05)                  -               -
             Diluted EPS                                        2,994,639            $ .25           2,169,679           $(.17)
</TABLE>


<TABLE>
<CAPTION>
                                                                  Thirty-Nine Weeks Ended             Thirty-Nine Weeks Ended
                                                                     December 27, 1998                   December 28, 1997
                                                              --------------------------------    --------------------------------
                                                                                  Per Share                           Per Share
                                                                 Shares            Amounts           Shares            Amounts
                                                              --------------    --------------    --------------     -------------
             <S>                                              <C>                  <C>             <C>                 <C>
             Basic EPS before cumulative effect                 2,255,844            $ .21           2,169,639           $(.14)
             Cumulative effect of change in
               accounting for inventories                       2,255,844            $ .10                   -               -
             Effect of dilutive stock options                      36,475                -                   -               -
             Convertible shares                                   119,160            $(.01)                  -               -
             Diluted EPS                                        2,411,479            $ .30           2,169,639           $(.14)
</TABLE>



                                      -6-
<PAGE>   7


         Preferred stock dividends of $68,445 and $69,852 for the quarters ended
         December 27, 1998 and December 28, 1997 and $206,742 and $209,556 for
         the thirty-nine weeks ended December 27, 1998 and December 27, 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 December 27, 1998 Compared to the Thirteen Weeks Ended
December 28, 1997

         Net sales increased $209,000, or 1.6%, in the third quarter as compared
         to the same quarter of the previous year. In-mold and cylinder sales
         increased 8% while prime label sales decreased 24% in the third quarter
         as compared to the same period in the prior year.

         Gross profit increased $723,000 as compared to the same period in the
         prior year. The increase in gross profit was primarily attributable to
         improved efficiencies and waste reduction realized at the Company's
         Scottsburg plant during the third quarter of fiscal 1999 offset by the
         reclassification of plant administration expenses, ($225,000), to cost
         of goods sold.

         Selling, general, and administrative expenses decreased $434,000 as
         compared to the same prior year period. The decrease in selling,
         general and administrative expenses is primarily due to the previously
         mentioned reclassification of plant administrative expenses ($225,000)
         to cost of goods sold, cost reductions made in administrative overhead,
         and expense control.

         Other income decreased $91,000 compared to the same prior year period.
         Prior year other income was positively impacted by the gain on the sale
         of assets, $207,000, from closing the Cincinnati plant.

         Interest expense increased $13,000 as compared to the same period in
         the prior year and was the result of higher average borrowings under
         the revolving credit line combined with higher short-term borrowing
         rates.

         The net profit for the period was $758,000 [$0.25 per share after the
         accrual of preferred stock dividends] as compared to net loss of
         $295,000 [($0.17) 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.

Thirty-Nine Weeks Ended December 27, 1998 Compared to the Thirty-Nine Weeks
Ended December 28, 1997

         Net sales increased $676,000, or 1.9%, in the first nine months as
         compared to the same period of the previous year. In-mold and cylinder
         sales increased 8% while prime label sales decreased 24% in the first
         nine months as compared to the same period in the prior year.



                                      -7-
<PAGE>   8



         Gross profit increased $93,000 as compared to the same period in the
         prior year. The increase in gross profit was primarily attributable to
         improved efficiencies and waste reduction realized at Scottsburg during
         the first nine months of fiscal 1999 offset by the reclassification of
         plant administration expenses ($675,000), to cost of goods sold and
         higher cost product produced in the fiscal 1998 fourth quarter and sold
         in the first quarter of fiscal 1999.

         Selling, general, and administrative expenses decreased $533,000 as
         compared to the same prior year period. The decrease in selling,
         general and administrative expenses is primarily due to the previously
         mentioned reclassification of plant administrative expenses ($675,000)
         to cost of goods sold, cost reductions made in administrative overhead,
         and expense control offset in part 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 reached an agreement with IDEM to resolve these matters during
         the fiscal 1998 second quarter. In light of those developments and
         certain developments in Ohio, the Company increased its' environmental
         reserve by $544,000 during the fiscal 1998 second quarter. Except for
         the previously mentioned reclassification of plant administrative
         expenses ($675,000) to cost of goods sold, the environmental accrual,
         and an accrual of $182,000 for workers' compensation matters (which
         were resolved subsequent to the end of the fiscal second quarter),
         selling, general and administrative expenses decreased by $584,000 from
         the prior year.

         Other income decreased $137,000 compared to the same prior year period.
         The decrease was attributable to one-time expenses of $134,000 relating
         to the closing of the Cincinnati plant, and a $89,000 expense incurred
         by the Company for the sale of stock and issuance of stock options
         below fair market value, 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, $398,000, from
         closing the Cincinnati plant.

         Interest expense increased $23,000 as compared to the same period in
         the prior year and was the result of higher average borrowings under
         the revolving credit line combined with higher short-term borrowing
         rates.

         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 thirty-nine weeks ended December 27, 1998.

         The net income for the period was $897,000 [$0.30 per share after the
         accrual of preferred stock dividends] as compared to net loss of
         $103,000 [($0.14) 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.



                                      -8-
<PAGE>   9

Liquidity and Capital Resources

         The Company is dependent on availability under its Revolving Credit
         Agreement, approximately $3,000,000 at December 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. 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 use of these funds for the expansion project. 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 $276,587 at December 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.

         Through the third quarter ended December 27, 1998, net cash provided by
         operating activities was $2,919,000 as compared to net cash provided by
         operating activities of $1,778,000 through the third quarter ended
         December 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 December 27, 1998, the Company's net working capital and current
         ratio were $(1,351,000) and .88 to 1, respectively, as compared to net
         working capital of $(35,000) and current ratio of .99 to 1 at December
         28, 1997. The decrease in working capital was primarily attributable to
         a decrease in accounts receivable and inventory and an increase in
         accrued liabilities. At December 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 December 31, 1999.

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,



                                      -9-
<PAGE>   10

         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. The
         majority of the remediation phase is complete and currently in use. The
         remainder of the remediation phase is projected to be completed by the
         end of the September, 1999. 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 $275,000 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 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



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         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.

                           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

                Exhibit Number                             Description
                --------------                             -----------

                27                                   Financial Data Schedule



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                                   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: February 9, 1999             By: /s/ WILLIAM R. COCHRAN
                                      ---------------------------------------
                                      William R. Cochran
                                      Vice President, Chief Financial Officer


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