<PAGE>   1


                      SECURITIES AND EXCHANGE COMMISSION
                      ----------------------------------               
                            WASHINGTON, D.C. 20549
                            ----------------------          
                                  FORM 10-Q
                                  ---------

     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
          For the quarterly period ended      September 29, 1996                
                                             --------------------

                                      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 - 2,276,429 (as of October 22, 1996)
       ----------------------------------------------------------------



                                     -1-


<PAGE>   2




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

ITEM 1. FINANCIAL STATEMENTS
----------------------------

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

                            Statements of Operations
                            (Prepared Without Audit)
                      (Thousands except per share amounts)
<TABLE>
<CAPTION>
                                                                            Thirteen Weeks Ended
                                                                 ------------------------------------------
                                                                 September 29, 1996         October 1, 1995
                                                                 ------------------         ---------------
<S>                                                                   <C>                       <C>     
NET SALES                                                             $ 12,125                  $ 13,158
                                                           
COST OF GOODS SOLD                                                      10,109                    11,406
                                                                      --------                  --------
Gross Profit                                                             2,016                     1,752
                                                           
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                             1,439                     1,272
                                                                      --------                  --------
Operating Income                                                      $    577                  $    480
                                                           
OTHER EXPENSE (INCOME)                                                      (6)                       25
                                                           
INTEREST EXPENSE                                                           278                       337
                                                                      --------                  --------
Income Before Taxes                                                   $    305                  $    118
                                                           
PROVISION (CREDIT) FOR TAXES                                                 -                         -
                                                                      --------                  --------
NET INCOME                                                            $    305                  $    118
                                                                      ========                  ========
NET EARNINGS PER SHARE                                                $   0.11                  $   0.05
                                                                      ========                  ========
                                                           
AVERAGE NUMBER OF SHARES OUTSTANDING                                     2,207                     2,173
                                                                      ========                  ========
                                                           
PREFERRED STOCK DIVIDENDS                                             $     70                      -
                                                                      ========                  ========
</TABLE>
                                                           
The accompanying notes are an integral part of this financial information.

                                     -2-
<PAGE>   3



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

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

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

                                  Statements of Operations
                                  (Prepared Without Audit)
                            (Thousands except per share amounts)
<TABLE>
<CAPTION>

                                                         Twenty-Six Weeks Ended
                                                   ----------------------------------
                                                   September 29, 1996 October 1, 1995
                                                   ------------------ ---------------

<S>                                                     <C>              <C>    
NET SALES                                               $ 23,692         $28,665

COST OF GOODS SOLD                                        19,930          24,845
                                                        --------         -------
Gross Profit                                               3,762           3,820

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES               2,769           2,775
                                                        --------         -------
Operating Income                                        $    993         $ 1,045

OTHER EXPENSE (INCOME)                                       (12)           -

INTEREST EXPENSE                                             577             714
                                                        --------         -------
Income Before Taxes                                     $    428         $   331

PROVISION (CREDIT) FOR TAXES                                -               -
                                                        --------         -------
NET INCOME                                              $    428         $   331
                                                        ========         =======

NET EARNINGS PER SHARE                                  $   0.14         $  0.15
                                                        ========         =======

AVERAGE NUMBER OF SHARES OUTSTANDING                       2,218           2,173
                                                        ========         =======
PREFERRED STOCK DIVIDENDS                               $    121            -
                                                        ========         =======
</TABLE>


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



                                      -3-
<PAGE>   4


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

                            MULTI-COLOR CORPORATION
                                 Balance Sheets
                                  (Thousands)
                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                              September 29, 1996    March 31, 1996
                                                                              ------------------  -----------------
                                                                                                    (Derived from
                                                                                   (Prepared      Audited Financial
                                                                                 Without Audit)       Statements)
<S>                                                                                 <C>                <C>     
CURRENT ASSETS
     Cash and Cash Equivalents                                                      $     15           $     40
     Accounts Receivable                                                               5,270              4,476
     Notes Receivable                                                                    113                108
     Inventories
       Raw Materials                                                                   1,360              1,453
       Work in Progress                                                                  849                909
       Finished Goods                                                                  2,441              2,383
     Deferred Tax Benefit                                                                256                256
     Prepaid Expenses and Supplies                                                        40                 23
     Refundable Income Taxes                                                              33                 33
                                                                                    --------           --------
                  Total Current Assets                                              $ 10,377           $  9,681
                                                                                    --------           --------
SINKING FUND  DEPOSITS                                                              $  1,763           $  2,237
                                                                                    --------           --------
PROPERTY, PLANT, AND EQUIPMENT                                                      $ 30,599           $ 31,381
ACCUMULATED DEPRECIATION                                                             (13,075)           (13,273)
                                                                                    --------           --------
                                                                                    $ 17,524           $ 18,108
PROPERTY, PLANT, AND EQUIPMENT HELD FOR SALE                                        $  1,424               -
ACCUMULATED DEPRECIATION                                                              (1,000)              -
                                                                                    --------           --------
                                                                                    $    424               -
                                                                                    --------           --------
DEFERRED CHARGES, net                                                               $     25           $     55
                                                                                    --------           --------
NOTE RECEIVABLE                                                                     $    219           $    273
                                                                                    --------           --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS                                         $    100           $    100
                                                                                    --------           --------
                  TOTAL ASSETS                                                      $ 30,432           $ 30,454
                                                                                    ========           ========

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

CURRENT LIABILITIES:
     Short-Term Debt                                                                $  2,403           $  1,892
     Current portion of long-term debt                                                 1,003                953
     Current Portion of Capital Lease Obligation                                          62                 58
     Accounts Payable                                                                  4,369              5,251
     Accrued Expenses                                                                  1,333              1,531
                                                                                    --------           --------
                  Total Current Liabilities                                         $  9,170           $  9,685
                                                                                    --------           --------
LONG-TERM DEBT, excluding current portion                                           $ 12,301           $ 14,552
                                                                                    --------           --------
CAPITAL LEASE OBLIGATION                                                            $    286           $    321
                                                                                    --------           --------
DEFERRED TAXES                                                                      $    256           $    256
                                                                                    --------           --------
DEFERRED COMPENSATION                                                               $    655           $    603
                                                                                    --------           --------
PENSION LIABILITY                                                                   $    117           $    117
                                                                                    --------           --------
                  Total Liabilities                                                 $ 22,785           $ 25,534
                                                                                    --------           --------

SHAREHOLDERS' INVESTMENT
     Preferred Stock Series B, no par value                                         $    530           $    530
     Preferred Stock Series A, no par value                                            2,625               -
     Common Stock, no par value                                                          218                217
     Paid-in Capital                                                                   8,978              9,140
     Accumulated Deficit                                                              (4,401)            (4,709)
     Treasury Stock                                                                      (45)              -
     Excess of Additional Pension Liability Over
        Unrecognized Prior Service Cost                                                 (258)              (258)
                                                                                    --------           --------
                   Total Shareholders' Investment                                   $  7,647           $  4,920
                                                                                    --------           --------
                   TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                   $ 30,432           $ 30,454
                                                                                    ========           ========
</TABLE>

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




                                      -4-
<PAGE>   5



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

                            MULTI-COLOR CORPORATION

                            Statements of Cash Flows
                            (Prepared Without Audit)
                                  (Thousands)
<TABLE>
<CAPTION>

                                                                          Twenty-Six Weeks Ended
                                                                   ------------------------------------
                                                                   September 29, 1996   October 1, 1995
                                                                   ------------------   ---------------
<S>                                                                       <C>               <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income                                                           $   428           $   331
     Adjustments to reconcile net income to net
       cash provided by operating activities -
       Depreciation and amortization                                          919             1,275
       Common stock issued for awards                                          32              --
       Increase in deferred compensation                                       52              --
       Decrease in notes receivable                                            49                31
       Net (increase) decrease of accounts receivable,
         inventories and prepaid expenses and supplies                       (730)            4,643
       Net decrease in accounts payable and
          accrued liabilities                                              (1,080)           (2,891)
                                                                          -------           -------
       Net cash provided by (used in) operating activities                $(  330)          $ 3,389
                                                                          -------           -------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital Expenditures, net                                            $(  765)          $(  703)
     Marketable Securities sold, net                                         --                  13
     Proceeds from sale of assets                                              50               414
                                                                          -------           -------

         Net cash used in investing activities                            $(  715)          $(  276)
                                                                          -------           -------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase (decrease) of revolving loan including,
         non-current portion, net                                         $   511           $(2,320)
     Cash Dividends                                                          (121)             --
     Sinking fund payments                                                 (1,726)             (637)
     Proceeds from issuance of preferred stock                              2,432              --
     Reductions to long term debt, including current portion                   (1)             (156)
     Treasury Stock, net                                                      (45)             --
     Repayment of Capital Lease Obligations                                   (31)             --
                                                                          -------           -------

         Net cash provided by (used in) financing activities              $ 1,019           $(3,113)
                                                                          -------           -------
         Net increase (decrease) in cash and cash equivalents             $(   26)             --

CASH AND CASH EQUIVALENTS, beginning of period                            $    40           $    16
                                                                          -------           -------
CASH AND CASH EQUIVALENTS, end of period                                  $    14           $    16
                                                                          -------           -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Interest paid                                                        $   577           $   713
                                                                          -------           -------
     Income Taxes (refunded) paid                                         $     2           $    11
                                                                          -------           -------
</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
         --------------------

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

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

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

Results of Operations

Thirteen Weeks Ended September 29, 1996 Compared to the Thirteen Weeks Ended
October 1, 1995

         Net sales decreased $1,033,000, or 8%, in the second quarter as
         compared to the same quarter of the previous year. The decrease in
         sales was due primarily to a 45% ($1,497,000) decrease in conventional
         label business. A portion of the decline in conventional label business
         was the result of the Company eliminating some unprofitable
         conventional label activities and was expected by management. The
         Company continues to take steps to improve the profitability of its
         conventional label business and may experience further sales declines
         as a result of these efforts. During the quarter in conjunction with
         the above strategy, the Company experienced the loss of volume with a
         major conventional label customer as the profitability did not meet the
         expected returns established by management. The Company is continuing
         its relationship with this customer and is presently bidding on new
         business.

         In-mold label sales increased 3% ($199,000) and cylinder sales
         increased 59% ($265,000) in the second quarter as compared to the same
         quarter of the previous year. The growth in the in-mold label and
         cylinder sales is expected to continue.

         Gross profit increased by $264,000 as compared to the previous year
         with lower sales volumes. Additionally, the gross profit as a
         percentage of sales increased from 13.3% to 16.6% on a comparative
         basis reflecting management's commitment to lower the Company's cost
         structure. The increase in gross profit on a comparative basis is
         significant considering that the prior years gross profit results
         benefited from a $300,000 "out of period" supplier claim settlement.

         Selling, general, and administrative expenses increased $167,000 as
         compared to the same prior year period. The increase was attributable
         to additional staffing to handle the Scottsburg plant expansion plan
         and the hiring of additional in-mold label sales personnel to assist in
         the expected growth of in-mold label sales.

         Interest expense decreased $59,000 as compared to the same prior year
         period and was the result of lower borrowings against the Industrial
         Revenue Bonds (IRB's).

         The net income for the period was $305,000 [$.11 per share] as compared
         to net income of $118,000 [$.05 per share] in the same prior year
         period. It should be noted that prior years results benefited from a
         $300,000, or $.14 per share, "out of period" supplier claim settlement.






                                       -6-


<PAGE>   7



Twenty-Six Weeks Ended September 29, 1996 Compared to the Twenty-Six Weeks Ended
October 1, 1995

         Net sales decreased $4,973,000 or 17%, in the first six months as
         compared to the same prior year period. The decrease in sales was due
         primarily to a 36% ($3,647,000) decrease in conventional label
         business. The decline in conventional label business was the result of
         the Company eliminating some unprofitable conventional label activities
         and was expected by management. The Company continues to take steps to
         improve the profitability of its conventional label business and may
         experience further sales declines as a result of these efforts. During
         the second quarter in conjunction with the above strategy, the Company
         experienced the loss of volume with a major conventional label customer
         as the existing profitability did not meet the expected returns
         established by management. The Company is continuing its relationship
         with this customer and is presently bidding on new business.

         In-mold label sales decreased 9.6% ($1,681,000) and cylinder sales
         increased 32% ($355,000) in the first six months as compared to the
         same prior period. The decline in in-mold label sales occurred in the
         first quarter and was considered a temporary phenomenon tied to
         industry inventory conditions. The increase in cylinder sales is
         directly attributable to the improved efficiency of the Graphics
         division allowing the Company to manufacture more cylinders internally
         for its customers. In-mold label and cylinder sales are projected to
         grow in future periods.

         Although the gross profit decreased by $58,000 as compared to the
         previous year, the percentage gross profit increased from 13.3% to
         15.9% on a comparative basis with significantly lower sales volumes,
         supporting management's commitment to lower the Company's cost
         structure. The increase in gross profit percentage on a comparative
         basis is significant considering that the prior years gross profit
         results benefited from a $300,000 "out of period" supplier claim
         settlement.

         Selling, general, and administrative expenses decreased $6,000 as
         compared to the same prior year period. The decrease was attributable
         to the Company no longer using an outside consulting firm to assist
         with its financing during 1996 offset by additional staffing to handle
         the Scottsburg plant expansion plan and the hiring of additional
         in-mold label sales personnel during 1997 to assist with the expected
         growth of in-mold label sales.

         Interest expense decreased $137,000 as compared to the same prior year
         period and was the result of lower borrowings on the Company's IRB's.

         The net income for the period was $428,000 [$.14 per share] as compared
         to net income of $331,000 [$.15 per share] in the same prior year
         period. Prior year net income benefited from a $300,000, or $.14 per
         share, "out of period" supplier claim settlement.

         Hourly employees at the Company's Cincinnati plant, approximately 22%
         of the Company's total workforce, are covered under a union contract
         which expired on July 15, 1996. The Company reached a tentative
         agreement with the union during the second quarter; however, the
         tentative agreement was rejected by the union members on October 20,
         1996. The union contacted the Company to continue negotiations on
         October 21, 1996 and the Company believes that it will be successful in
         renegotiating the contract.

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 designed 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 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, 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



                                       -7-


<PAGE>   8


         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 $2,432,000 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
         Company is in compliance with all covenants. The restated loan
         agreement provides 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 allows for annual
         capital expenditures not to exceed $1,500,000.

         With the infusion of equity, the Company plans to expand the Scottsburg
         division during 1997 by adding 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 equipment acquisitions and building expansion associated with the
         Scottsburg plant expansion. This amendment allows 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.

         Management believes that the additional equity acquired, coupled with
         the expected cash to be generated from operations, will allow it to
         support operations and the anticipated capital expenditures of
         $3,500,000 in fiscal 1997. No borrowing beyond the existing credit
         facilities is anticipated. As of September 29, 1996, approximately
         $1,300,000 was available for borrowing under the revolving line of
         credit.

         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 entered into a joint venture with Think Laboratories, Inc.
         of Kashiwa, Japan 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 joint venture, 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 joint venture.
         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.

         Through the second quarter ended September 29, 1996, net cash used in
         operating activities was $330,000 as compared to $3,389,000 of net cash
         provided by operating activities through the second quarter ended
         October 1, 1995. Net cash used in operating activities was impacted by
         a significant reduction in supplier accounts payable.

         At September 29, 1996, the Company's net working capital and current
         ratio were $1,207,000 and 1.13 to 1, respectively, as compared to net
         working capital of zero and current ratio of 1 to 1 at March 31, 1996.
         The improvement in working capital was primarily attributable to the
         equity infusion which was primarily used to reduce supplier and bank
         debt.

         At September 29, 1996, the Company was in compliance with its loan
         covenants and current in its principal and interest payments on all
         debt.


                                       -8-

<PAGE>   9


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

Item 4. Submission of Matters to a Vote of Security Holders.

        The Company's Annual Meeting of Shareholders was held on August 12,
        1996. 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, 2,087,114 votes for and 8,965 withheld.

                (b) Lorrence T. Kellar, 2,087,124 votes for and 8,955 withheld.

                (c) John D. Littlehale, 2,087,114 votes for and 8,965 withheld.

                (d) Burton D. Morgan, 1,484,613 votes for and 611,466 withheld.

                (e) David H. Pease, Jr. 2,086,624 votes for and 9,455 withheld.

                (f) Louis M. Perlman, 2,087,124 votes for and 8,955 withheld.

        2.      Ratification of the appointment of Grant Thorton LLP as the
                Company's independent public accountants for fiscal 1997,
                2,083,936 votes for, 6,630 votes against, 5,513 abstentions.


  Item 6.  Exhibits and Reports on Form 8-K
           --------------------------------  
           (a)  List of Exhibits
<TABLE>
<CAPTION>

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

                Exhibit Number
                --------------
<S>                                     <C>
                10                          Third Amendment Dated October 31, 1996 to the
                                            Amended and Restated Credit, Reimbursement and
                                            Security Agreement Dated February 23, 1996.

                27                          Financial Data Schedule
</TABLE>

















                                       -9-



<PAGE>   10

                                   Signatures
                                   ----------


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


                                Multi-Color Corporation
                                (Registrant)



Date:    November 7, 1996       By: /s/ William R. Cochran
                                   --------------------------------
                                   William R. Cochran
                                   Vice President, Chief Financial Officer




                                      -10-