<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      June 28, 1998
                                                 ------------------------

                                       OR

            [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from ______________ to _____________


                            Commission File #0-16148
                            ------------------------


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


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


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

                  Registrant's telephone number - 513/381-1480


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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                    Yes  X   No
                                        ---     ---

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.

         Common shares, no par value - 2,292,460 (as of August 03, 1998)
         ---------------------------------------------------------------



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                          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
                                                                                   ------------------------------
                                                                                   June 28, 1998    June 29, 1997
                                                                                   -------------    -------------

<S>                                                                                  <C>              <C>     
NET SALES                                                                            $ 11,448         $ 11,484

COST OF GOODS SOLD                                                                     10,132            9,664
                                                                                     --------         --------

Gross Profit                                                                            1,316            1,820

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                            1,002            1,398
                                                                                     --------         --------

Operating Income                                                                     $    314         $    422

OTHER EXPENSE (INCOME)                                                                   (158)              (2)

INTEREST EXPENSE                                                                          280              267
                                                                                     --------         --------

Income Before Taxes and Cumulative Effect of a Change in Accounting Principle        $    192         $    157

Provision (Credit) for Taxes                                                                0                0
                                                                                     --------         --------

Income Before Cumulative Effect of a Change in Accounting Principle                  $    192         $    157

Cumulative Effect of Change in Accounting for Inventories, Net of Tax                    (224)               0
                                                                                     --------         --------

NET INCOME                                                                           $    416         $    157
                                                                                     ========         ========

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

NET EARNINGS PER SHARE COMMON SHARE
Basic earnings per share:
     Income before Cumulative Effect                                                 $   0.06         $   0.04
     Cumulative Effect of Change in Accounting for Inventories                       $   0.10                -
                                                                                     --------         --------
     Net Income                                                                      $   0.16         $   0.04
                                                                                     ========         ========

Diluted earnings per share:
     Income before Cumulative Effect                                                 $   0.07         $   0.04
     Cumulative Effect of Change in Accounting for Inventories                       $   0.08                -
                                                                                     --------         --------
     Net Income                                                                      $   0.15         $   0.04
                                                                                     ========         ========

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic                                                                                   2,182            2,170
                                                                                     ========         ========
Diluted                                                                                 2,869            2,213
                                                                                     ========         ========
</TABLE>

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




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

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

<TABLE>
<CAPTION>
                                                                                     June 28, 1998     March 29, 1998
                                                                                     -------------     --------------
                                                                                                       (Derived from
                                                                                        (Prepared      Audited Financial
                                                                                      Without Audit)     Statements)
<S>                                                                                      <C>              <C>     
CURRENT ASSETS
     Cash and Cash Equivalents                                                           $     15         $     12
     Accounts Receivable                                                                    4,572            4,682
     Notes Receivable                                                                         133              130
     Inventories
       Raw Materials                                                                        1,185            1,720
       Work in Progress                                                                       749              739
       Finished Goods                                                                       2,735            2,564
     Deferred Tax Benefit                                                                     476              476
     Prepaid Expenses and Supplies                                                             85              165
     Refundable Income Taxes                                                                   30               30
     Property Held for Sale                                                                     0              905
                                                                                         --------         --------
                  Total Current Assets                                                   $  9,980         $ 11,423
                                                                                         --------         --------
SINKING FUND DEPOSITS                                                                    $  1,368         $    621
                                                                                         --------         --------
PROPERTY, PLANT, AND EQUIPMENT                                                           $ 28,981         $ 29,003
ACCUMULATED DEPRECIATION                                                                  (10,868)         (10,383)
                                                                                         --------         --------
                                                                                         $ 18,113         $ 18,620
                                                                                         --------         --------
DEFERRED CHARGES, net                                                                    $    114         $     48
                                                                                         --------         --------
NOTE RECEIVABLE                                                                          $     10         $     42
                                                                                         --------         --------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS                                              $    100         $    100
                                                                                         --------         --------
                  TOTAL ASSETS                                                           $ 29,685         $ 30,854
                                                                                         ========         ========

                    LIABILITIES AND SHAREHOLDERS' INVESTMENT

CURRENT LIABILITIES:
     Short-Term Debt                                                                     $  3,138         $  3,664
     Current Portion of Long-term Debt                                                      1,017            1,024
     Current Portion of Capital Lease Obligation                                              104               93
     Accounts Payable                                                                       6,188            6,968
     Accrued Expenses                                                                       1,315            1,500
                                                                                         --------         --------
                  Total Current Liabilities                                              $ 11,762         $ 13,249
                                                                                         --------         --------
LONG-TERM DEBT, excluding current portion                                                $ 11,000         $ 11,000
                                                                                         --------         --------
CAPITAL LEASE OBLIGATION                                                                 $    175         $    208
                                                                                         --------         --------
DEFERRED TAXES                                                                           $    476         $    476
                                                                                         --------         --------
DEFERRED COMPENSATION                                                                    $    872         $    854
                                                                                         --------         --------
                  Total Liabilities                                                      $ 24,285         $ 25,787
                                                                                         --------         --------

MINORITY INTEREST                                                                        $    389         $    402
                                                                                         --------         --------

SHAREHOLDERS' INVESTMENT
     Preferred Stock Series B, no par value                                              $    530         $    530
     Preferred Stock Series A, no par value                                                 2,418            2,418
     Common Stock, no par value                                                               218              218
     Paid-in Capital                                                                        9,192            9,192
     Accumulated Deficit                                                                   (7,347)          (7,693)
                                                                                         --------         --------
                   Total Shareholders' Investment                                        $  5,011         $  4,665
                                                                                         --------         --------
                   TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                        $ 29,685         $ 30,854
                                                                                         ========         ========
</TABLE>

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


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<PAGE>   4


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

                             MULTI-COLOR CORPORATION

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

<TABLE>
<CAPTION>
                                                                             Thirteen Weeks Ended
                                                                        -----------------------------
                                                                        June 28, 1998   June 29, 1997
                                                                        -------------   -------------

<S>                                                                        <C>             <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net Income                                                          $   416         $   157
       Adjustments to reconcile net income to net
             cash provided by (used in) operating activities -
             Depreciation and amortization                                     498             453
             Minority interest in losses of subsidiary                         (13)            (16)
             Increase in deferred compensation                                  19              28
             Decrease in notes receivable                                       29              26
             Net (increase) decrease of accounts receivable,
               inventories and prepaid expenses and supplies                   543             (63)
             Net increase (decrease) in accounts payable,
               accrued liabilities, and preferred dividends                   (980)            302
                                                                           -------         -------
             Net cash provided by operating activities                     $   512         $   887
                                                                           -------         -------
CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital Expenditures, net                                           $   (34)        $(2,010)
       Restricted cash (IRB Proceeds)                                           23            (561)
       Proceeds from sale of property, plant and equipment                     904               -
                                                                           -------         -------
                Net cash provided by (used in) investing activities        $   893         $(2,571)
                                                                           -------         -------
CASH FLOWS FROM FINANCING ACTIVITIES:
       Decrease of revolving loan including,
                 non-current portion, net                                  $  (526)        $  (833)
       Cash Dividends                                                            -             (70)
       Sinking fund payments                                                  (770)           (297)
       Additions to long-term debt, including current portion                    -           3,000
       Repayment of long-term debt, including current portion                   (8)              -
       Repayment of Capital Lease Obligations                                  (23)            (26)
       Capitalized Bank Fees                                                   (75)            (75)
                                                                           -------         -------
                Net cash provided by (used in) financing activities        $(1,402)        $ 1,699
                                                                           -------         -------
                Net increase in cash and cash equivalents                  $     3         $    15
CASH AND CASH EQUIVALENTS, beginning of period                             $    12         $    81
                                                                           -------         -------
CASH AND CASH EQUIVALENTS, end of period                                   $    15         $    96
                                                                           -------         -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
       Interest paid                                                       $   280         $   267
                                                                           -------         -------
       Income Taxes paid                                                   $     0         $     2
                                                                           -------         -------
</TABLE>

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




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<PAGE>   5


                             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.

         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 thirteen weeks ended June 28, 1998. Information is
         not available to determine the effect of the change on income for the
         quarter ended June 29, 1997.

         The following is a reconciliation of the number of shares used in the
         basic EPS and diluted EPS computations:

<TABLE>
<CAPTION>
                                                                       Quarter Ended                      Quarter Ended
                                                                       June 28, 1998                      June 29, 1997
                                                              --------------------------------    -------------------------------
                                                                                  Per Share                          Per Share
                                                                 Shares            Amounts           Shares           Amounts
                                                              --------------    --------------    -------------     -------------

<S>                                                             <C>                 <C>             <C>                   <C> 
            Basic EPS before cumulative effect                  2,182,060           $ .06           2,169,619             $.04
            Cumulative effect of change in
               accounting for inventories                       2,182,060           $ .10                   -                -
            Effect of dilutive stock options                       29,166               -              43,237                -
            Convertible shares                                    657,420           $(.01)                  -                -
            Diluted EPS                                         2,868,646           $ .15           2,212,856             $.04
</TABLE>


          Preferred stock dividends of $69,852 for the quarters ended June 28,
          1998 and June 29, 1997 have been deducted from the net income
          generated to arrive at the income available to common stockholders for
          the calculation of basic EPS. Common stock equivalents of
          approximately 657,420 shares, resulting from convertible shares, were
          excluded from the June 29, 1997 fiscal quarter computation of diluted
          EPS because to do so would have been antidilutive.



                                      -5-
<PAGE>   6




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

Results of Operations

Thirteen Weeks Ended June 28, 1998 Compared to the Thirteen Weeks Ended June 29,
1997

          Net sales decreased $36,000, or .3%, in the first quarter as compared
          to the same quarter of the previous year. In-mold and cylinder sales
          increased 1.5% while prime label sales decreased 8% in the first
          quarter as compared to the same period in the prior year.

          Gross profit decreased $504,000 as compared to the same period in the
          prior year. The decrease in gross profit was attributable to higher
          cost product produced in the fiscal 1998 fourth quarter and sold
          during the first quarter and the reclassification of plant
          administration expenses to cost of goods sold, offset by improved
          efficiencies and waste reduction realized at Scottsburg during the
          first quarter of fiscal 1999.

          Selling, general, and administrative expenses decreased $396,000 as
          compared to the same prior year period. The decrease was attributable
          to cost reductions made in administrative overhead, expense control,
          and the reclassification of plant administration expenses to cost of
          goods sold.

          Other income increased $156,000 compared to the same prior year
          period. The increase was attributable to a $303,000 refund of worker's
          compensation premiums offset by $134,000 of one-time expenses related
          to the closing of 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 against
          the short-term revolving credit line.

          Effective March 30, 1998, the Company elected to change its method of
          inventory valuation to encompass a more complete absorption of
          overhead costs in inventory. The Company believes the new method is
          preferable for matching the full cost of the inventory with the
          revenues generated. The cumulative effect of this accounting change as
          of March 30, 1998 was to increase income $224,000 ($.08 per diluted
          common share) and has been separately identified on the Statement of
          Operations for the thirteen weeks ended June 28, 1998.

          The net income for the period was $416,000 ($.16 per share after the
          accrual of preferred stock dividends) as compared to net income of
          $157,000 ($.04 per share after payment of preferred stock dividends)
          in the same prior year period.

Liquidity and Capital Resources

          The Company is dependent on availability under its Revolving Credit
          Agreement, approximately $1,500,000 at August 3, 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


                                      -6-
<PAGE>   7

          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 $3,500,000 of capital expenditures,
          including an expansion program for a new facility in Scottsburg once
          certain performance criteria are met. Under the terms of the new
          credit agreement, the Company is subject to a number of financial
          covenants. Additionally, the Company is prohibited from paying
          deferred dividends on its outstanding preferred stock and is limited
          in its ability to borrow other funds until certain performance
          criteria are met. The amount of accrued but unpaid preferred dividends
          was $162,519 at August 3, 1998. The new credit agreement also requires
          the Company to continue to place $1,000,000 per year into the sinking
          fund to be available to retire other debt. The existing sinking fund
          balance, plus fifty percent of the fiscal 1999 sinking fund
          contributions, will provide the Company with the funds for the
          Scottsburg expansion if the Company satisfies the performance criteria
          allowing it to begin the expansion project.

          Through the first quarter ended June 28, 1998, net cash provided by
          operating activities was $512,000 as compared to net cash provided by
          operating activities of $887,000 through the first quarter ended June
          29, 1997. Net cash provided by operating activities was positively
          impacted by an increase in net income offset by a decrease in supplier
          accounts payable.

          At June 28, 1998, the Company's net working capital and current ratio
          were $(1,782,000) and .85 to 1, respectively, as compared to net
          working capital of $1,276,000 and current ratio of 1.17 to 1 at June
          29, 1997. The decrease in working capital was primarily attributable
          to an increase in accounts payable and accrued liabilities and higher
          borrowings under the Company's revolving loan. At June 28, 1998, the
          Company was in compliance with its loan covenants and current in its
          principal and interest payments on all debt.

Forward Looking Statements

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

          Statements concerning expected financial performance, on-going
          business strategies, and possible future action which the Company
          intends to pursue in order to achieve strategic objectives constitute
          forward-looking information. Implementation of these strategies and
          the achievement of such financial performance are each subject to
          numerous conditions, uncertainties and risk factors. Factors which
          could cause actual performance to differ materially from these forward
          looking statements include, without limitation, factors discussed in
          conjunction with a forward-looking statement; changes in general
          economic conditions; the success of its significant customers;
          acceptance of new product offerings; changes in business strategy or
          plans; 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 rates 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; the ability to obtain favorable outcomes with respect to
          threatened legal proceedings; 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.



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<PAGE>   8


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


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

           (a)  List of Exhibits

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

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

                18              Letter Regarding Change in Accounting Principle

                27              Financial Data Schedule

                10.26           Separation Agreement with Mutual Releases -
                                  John C. Court dated July 7, 1998

                10.27           Separation Agreement with Mutual Releases -
                                  John D. Littlehale dated July 15, 1998





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<PAGE>   9



                                   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:    August 12, 1998          By: /s/ William R. Cochran
                                               --------------------------------
                                               William R. Cochran
                                               Vice President, Chief Financial 
                                               Officer







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