<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 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 - 2,279,220 (as of January 21, 1998)



                                       -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             
                                                       ---------------------------------------------------
                                                          December 28, 1997          December 29, 1996
                                                       ------------------------   ------------------------

<S>                                                    <C>                        <C>
NET SALES                                              $                12,688    $                11,975
                                                                                    
COST OF GOODS SOLD                                                      11,439                      9,792
                                                       ------------------------   ------------------------
                                                                                    
Gross Profit                                           $                 1,249    $                 2,183
                                                                                    
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                             1,464                      1,433
                                                                                    
RESTRUCTURING CHARGE                                                         -                          -
                                                       ------------------------   ------------------------
                                                                                    
Operating Income (Loss)                                $                  (215)   $                   750
                                                                                    
OTHER EXPENSE (INCOME)                                                    (202)                       (13)
                                                                                    
INTEREST EXPENSE                                                           282                        260
                                                       ------------------------   ------------------------
                                                                                    
Income (Loss) Before Taxes                             $                  (295)   $                   503
                                                                                    
PROVISION (CREDIT) FOR TAXES                                                 -                          -
                                                       ------------------------   ------------------------
                                                                                    
NET INCOME (LOSS)                                      $                  (295)   $                   503
                                                       ========================   ========================
                                                                                    
PREFERRED STOCK DIVIDENDS                              $                    70    $                    70
                                                       ========================   ========================
                                                                                    
NET EARNINGS(LOSS) PER COMMON SHARE                                                 
Basic                                                  $                 (0.17)   $                  0.20
                                                       ========================   ========================
Diluted                                                $                 (0.17)   $                  0.18
                                                       ========================   ========================
                                                                                    
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                         
Basic                                                                    2,170                      2,168
                                                       ========================   ========================
Diluted                                                                  2,170                      2,866
                                                       ========================   ========================
</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>
                                                                                      Thirty-Nine Weeks Ended
                                                                         ---------------------------------------------------
                                                                            December 28, 1997          December 29, 1996
                                                                         ------------------------   ------------------------

<S>                                                                      <C>                        <C>           
NET SALES                                                                         $       35,964             $       35,667

COST OF GOODS SOLD                                                                        30,943                     29,722
                                                                         ------------------------   ------------------------

Gross Profit                                                                      $        5,021             $        5,945

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                               4,260                      4,202

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

Operating Income                                                                  $          451             $        1,743

OTHER EXPENSE (INCOME)                                                                      (281)                       (25)

INTEREST EXPENSE                                                                             835                        837
                                                                         ------------------------   ------------------------

Income (Loss) Before Taxes                                                        $         (103)            $          931

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

NET INCOME (LOSS)                                                                 $         (103)            $          931
                                                                         ========================   ========================

PREFERRED STOCK DIVIDENDS                                                         $          210             $          191
                                                                         ========================   ========================

NET EARNINGS PER COMMON SHARE
Basic                                                                             $        (0.14)            $         0.34
                                                                         ========================   ========================
Diluted                                                                           $        (0.14)            $         0.33
                                                                         ========================   ========================

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                                                      2,170                      2,170
                                                                         ========================   ========================
Diluted                                                                                    2,170                      2,809
                                                                         ========================   ========================
</TABLE>


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

                                      -3-
<PAGE>   4
PART 1. FINANCIAL INFORMATION

                             MULTI-COLOR CORPORATION
                                 Balance Sheets

                                   (Thousands)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                 December 28, 1997                    March 30, 1997
                                                           ----------------------------          -------------------------
                                                            (Prepared Without Audit)               (Derived from Audited 
                                                                                                    Financial Statements)
<S>                                                        <C>                                   <C>                     
CURRENT ASSETS
     Cash and Cash Equivalents                             $                        14           $                     81
     Accounts Receivable                                                         4,912                              3,249
     Notes Receivable                                                              127                                118
     Inventories
       Raw Materials                                                             2,924                              1,649
       Work in Progress                                                          1,043                                641
       Finished Goods                                                            2,116                              2,802
     Deferred Tax Benefit                                                          241                                241
     Prepaid Expenses and Supplies                                                 167                                 92
     Refundable Income Taxes                                                        46                                 46
                                                           ----------------------------          -------------------------
                       Total Current Assets                $                    11,590           $                  8,919
                                                           ----------------------------          -------------------------
RESTRICTED CASH (IRB PROCEEDS)                             $                       269           $                     -
                                                           ----------------------------          -------------------------
SINKING FUND DEPOSITS                                      $                       171           $                     74
                                                           ----------------------------          -------------------------
PROPERTY, PLANT, AND EQUIPMENT                             $                    34,422           $                 33,466
ACCUMULATED DEPRECIATION                                                       (14,015)                           (14,382)
                                                           ----------------------------          -------------------------
                                                           $                    20,407           $                 19,084
                                                           ----------------------------          -------------------------
PROPERTY, PLANT, AND EQUIPMENT HELD FOR SALE               $                     1,221           $                    440
ACCUMULATED DEPRECIATION                                                          (941)                              (296)
                                                           ----------------------------          -------------------------
                                                           $                       280           $                    144
                                                           ----------------------------          -------------------------
DEFERRED CHARGES, net                                      $                        57           $                      3
                                                           ----------------------------          -------------------------
NOTE RECEIVABLE                                            $                        74           $                    163
                                                           ----------------------------          -------------------------
NOTE RECEIVABLE FROM OFFICERS/SHAREHOLDERS                 $                       100           $                    100
                                                           ----------------------------          -------------------------
                       TOTAL ASSETS                        $                    32,948           $                 28,487
                                                           ============================          =========================

                                               LIABILITIES AND SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
     Short-Term Debt                                       $                     2,718           $                  2,294
     Current Portion of Long-term debt                                           1,009                              1,003
     Current Portion of Capital Lease Obligation                                   107                                114
     Accounts Payable                                                            7,037                              3,632
     Accrued Expenses                                                              721                              1,215
     Restructuring Charge                                                           33                                  -
                                                           ----------------------------          -------------------------

                       Total Current Liabilities           $                    11,625           $                  8,258
                                                           ----------------------------          -------------------------

LONG-TERM DEBT, excluding current portion                  $                    11,000           $                  9,600
                                                           ----------------------------          -------------------------
CAPITAL LEASE OBLIGATION                                   $                       227           $                    302
                                                           ----------------------------          -------------------------
DEFERRED TAXES                                             $                       241           $                    241
                                                           ----------------------------          -------------------------
DEFERRED COMPENSATION                                      $                       842           $                    692
                                                           ----------------------------          -------------------------
PENSION LIABILITY                                          $                         1           $                      1
                                                           ----------------------------          -------------------------
                       Total Liabilities                   $                    23,936           $                 19,094
                                                           ----------------------------          -------------------------

MINORITY INTEREST                                          $                       417           $                    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                                                        (3,655)                            (3,343)
     Treasury Stock                                                                (45)                               (45)
     Excess of Additional Pension Liability Over
       Unrecognized Prior Service Cost                                             (46)                               (46)
                                                           ----------------------------          -------------------------
                       Total Shareholders' Investment      $                     8,595           $                  8,907
                                                           ----------------------------          -------------------------
     TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT        $                    32,948           $                 28,487
                                                           ============================          =========================
</TABLE>

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

                                      -4-
<PAGE>   5
                         PART 1. FINANCIAL INFORMATION         
                                                               
                            MULTI-COLOR CORPORATION            
                                                               
                            Statements of Cash Flows           
                            (Prepared Without Audit)           
                                  (Thousands)                  
<TABLE>
<CAPTION>

                                                                                  Thirty-Nine Weeks Ended 
                                                                                  -----------------------
                                                                          December 28, 1997     December 29, 1996
                                                                          -----------------      -----------------
                                                                                                                           
<S>                                                                       <C>                          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income                                                               $      (103)           $       931
       Adjustments to reconcile net income to net
             cash provided by (used in) operating activities
             Depreciation and amortization                                            1,504                  1,389
             Minority interest in losses of subsidiary                                  (70)                    -
             Common stock issued for awards                                              -                      32
             Increase in deferred compensation                                          150                     72
             Decrease in notes receivable                                                81                     74
             Net increase in accounts receivable,
                 inventories and prepaid expenses and supplies                       (2,729)                  (643)
             Net increase (decrease) in accounts payable and
                 accrued liabilities                                                  2,912                   (870)
             Increase in restructuring charges                                          310                     -
             Payment of restructuring liabilities                                      (277)                    -
                                                                                -----------            -----------
             Net cash provided by operating activities                          $     1,778            $       985
                                                                                -----------            -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital Expenditures, net                                                $    (3,474)           $    (1,492)
       Restricted cash (IRB Proceeds)                                                  (269)                     -
       Proceeds from Investment in Joint Venture                                          -                    500
       Proceeds from sale of assets                                                     532                    324
                                                                                -----------            -----------
                Net cash used in investing activities                           $    (3,211)           $      (668)
                                                                                -----------            -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Decrease of revolving loan including
                non-current portion, net                                        $       424            $       185
       Cash Dividends                                                                  (210)                  (191)
       Sinking fund payments                                                            (96)                (2,377)
       Proceeds from issuance of preferred stock                                         -                   2,432
       Additions (reductions) to long-term debt, including current portion            1,406                     (2)
       Treasury Stock, net                                                               -                     (45)
       Repayment of Capital Lease Obligations                                           (82)                   (47)
       Capitalized Bank Fees                                                            (75)                   -
                                                                                -----------            -----------

                Net cash provided by (used in) financing activities             $     1,367            $       (45)
                                                                                -----------            -----------
                Net increase (decrease) in cash and cash equivalents            $       (66)           $       272
CASH AND CASH EQUIVALENTS, beginning of period                                  $        80            $        40
                                                                                -----------            -----------
CASH AND CASH EQUIVALENTS, end of period                                        $        14            $       312
                                                                                -----------            -----------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Interest paid                                                            $       835            $       837
                                                                                -----------            -----------
       Income Taxes paid                                                        $        19            $         4
                                                                                -----------            -----------
       Restructuring Charge                                                     $       310            $        -
                                                                                -----------            -----------
</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 December 28, 1997 Compared to the Thirteen Weeks Ended
December 29, 1996

     Net sales increased $713,000, or 6%, in the third quarter as compared to
     the same quarter of the previous year. The increase in sales was primarily
     volume related and was attributable to an increase of $911,000 or 11% in
     in-mold sales and an increase of $90,000 or 14% in cylinder sales. Prime
     label sales decreased $288,000 or 9.7% in the third quarter as compared to
     the same prior period.

     Gross profit decreased $934,000 as compared to the previous year. The
     decrease in gross profit was caused by a delay in the start-up of new
     presses at the Scottsburg, Indiana plant and the resulting continuing
     operation of the Cincinnati plant which was scheduled to be shut down
     during the latter part of the second quarter. These two events combined to
     increase expenses and contributed to the reduction of gross profit.

     The Company is committed to closing the Cincinnati plant by March 29, 1998,
     the end of fiscal year 1998, and will experience more non-cash
     restructuring charges relating to the Cincinnati plant closing. These
     charges could be significant and contribute to a loss for the fiscal year.

     Selling, general, and administrative expenses increased $31,000 as compared
     to the same prior year period. The increase was attributable to the
     increased selling effort required in support of growing in-mold label
     sales.

     Interest expense increased $22,000 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 loss for the period was $295,000 ([$.17] per share after payment of
     preferred stock dividends) as compared to net income of $503,000 ($.20 per
     share after payment of preferred stock dividends) in the same prior year
     period.


                                       -6-
<PAGE>   7
Thirty-Nine Weeks Ended December 28, 1997 Compared to the Thirty-Nine Weeks
Ended December 29, 1996

     Net sales increased $297,000, or 1%, in the first nine months as compared
     to the same prior year period. The increase in sales was primarily volume
     related and was attributable to an increase of $2,203,000 or 9.1% in
     in-mold sales and an increase of $344,000 or 16% in cylinder sales. Prime
     label sales decreased $2,250,000 or 23.8% in the first nine months as
     compared to the same prior period.

     Gross profit decreased $924,000 as compared to the prior year period. The
     decrease in gross profit was caused by a delay in the start-up of new
     presses at the Scottsburg, Indiana plant and the resulting continuing
     operation of the Cincinnati plant which was scheduled to be shut down
     during the latter part of the second quarter. These two events combined to
     increase expenses and contributed to the reduction of gross profit.

     The Company is committed to closing the Cincinnati plant by March 29, 1998,
     the end of fiscal year 1998, and will experience more non-cash
     restructuring charges relating to the Cincinnati plant closing. These
     charges could be significant and contribute to a loss for the fiscal year.

     Selling, general, and administrative expenses increased $58,000 as compared
     to the prior 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 $2,000 as compared to the same prior year period
     and has approached prior year levels due to higher short-term borrowings.

     The net loss for the period was $103,000 ([$.14] per share after payment of
     preferred stock dividends) as compared to net income of $931,000 ($.34 per
     share after payment of preferred stock dividends) in the same prior year
     period.

Recent Developments

     In January 1998, Multi-Color identified various environmental compliance
     problems associated with the operation of two presses at its Scottsburg,
     Indiana plant. The Company has notified the Indiana Department of
     Environmental Management of these problems, and has curtailed production on
     the two presses until these problems are resolved. While the Company is
     working to resolve these compliance problems with the State of Indiana,
     these compliance problems may result in an adverse regulatory action by the
     State of Indiana against Multi-Color, which could adversely affect the
     earnings and financial condition of the Company.

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-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,


                                       -7-
<PAGE>   8
     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.

     On January 9, 1997, the Company and its lenders, PNC Bank, Ohio, National
     Association, and Star Bank, National Association, entered into a Credit
     Agreement extending its revolving line of credit through July 31,1998. The
     loan agreement also provides for a $2,000,000 non-revolving credit


                                       -8-
<PAGE>   9
     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 allowed 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. For fiscal year 1997,
     capital expenditures totalled $2,600,000. 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. No
     borrowing beyond the existing credit facilities is anticipated.

     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.

     Due to the later than anticipated shut-down of the Cincinnati plant and the
     delayed start-up of the presses at the Scottsburg, Indiana plant negatively
     impacting earnings and cashflow during the third quarter, the Company was
     in violation of the cashflow coverage ratio at December 28, 1997. A
     cashflow coverage ratio of .77 to 1 resulted versus the requirement of 1 to
     1. The Company is negotiating waivers of this covenant and expects it will
     receive a waiver.

     Through the third quarter ended December 28, 1997, net cash provided by
     operating activities was $1,778,000 as compared to $985,000 of net cash
     provided by operating activities through the third quarter ended December
     29, 1996. Net cash provided by operating activities was positively impacted
     by an increase in supplier accounts payable.

     At December 28, 1997, the Company's net working capital and current ratio
     were $(35,000) and .99 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 December 28, 1997, except for the cashflow coverage ratio described
     above, the Company was in compliance with its loan covenants and current in
     its principal and interest payments on all debt. As of January 20, 1998,
     approximately $1,200,000 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

<TABLE>
<CAPTION>


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

<S>                                         <C>                      
                10.41                       Third Amendment to January 9, 1997 Credit Agreement,
                                            effective as of September 1, 1997

                27                          Financial Data Schedule
</TABLE>







                                      -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:    January 27, 1998          By:
                                      ------------------------------------
                                      William R. Cochran
                                      Vice President, Chief Financial Officer





 









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