<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 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
(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 - 2,276,429 (as of January 22, 1997)
        ----------------------------------------------------------------



                                       -1-


<PAGE>   2

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

Item 1. Financial Statements
----------------------------

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

                              Statements OF Income
                            (Prepared Without Audit)
                      (Thousands except per share amounts)

<TABLE>
<CAPTION>
                                                       Thirteen Weeks Ended
                                              ------------------------------------
                                              December 29, 1996  December 31, 1995
                                              -----------------  -----------------

<S>                                                 <C>            <C>    
NET SALES                                           $11,975        $12,822

COST OF GOODS SOLD                                    9,792         10,872
                                                    -------        -------

Gross Profit                                        $ 2,183        $ 1,950

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          1,433          1,457
                                                    -------        -------

Operating Income                                    $   750        $   493

OTHER EXPENSE (INCOME)                               (   13)        (   96)

INTEREST EXPENSE                                        260            358
                                                    -------        -------

Income Before Taxes                                 $   503        $   231

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

NET INCOME                                          $   503        $   231
                                                    =======        =======

NET EARNINGS PER COMMON SHARE

Primary                                             $  0.20        $  0.10
                                                    =======        =======
Fully Diluted                                       $  0.18             NA
                                                    =======        =======

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

Primary                                               2,209          2,329
                                                    =======        =======
Fully Diluted                                         2,866             NA
                                                    =======        =======

PREFERRED STOCK DIVIDENDS                           $    70        $     -
                                                    =======        =======
<FN>
  NA - Diluted effect less than 3%.
</TABLE>

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



                                       -2-


<PAGE>   3




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

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

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

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

<TABLE>
<CAPTION>
                                                        Thirty-Nine Weeks Ended
                                                  -----------------------------------
                                                  December 29, 1996  December 31, 1995
                                                  -----------------  -----------------

<S>                                                    <C>              <C>    
NET SALES                                              $35,667          $41,487

COST OF GOODS SOLD                                      29,722           35,717
                                                       -------          -------
Gross Profit                                           $ 5,945            5,770

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES             4,202            4,232
                                                       -------          -------
Operating Income                                       $ 1,743          $ 1,538

OTHER EXPENSE (INCOME)                                  (   25)          (   96)

INTEREST EXPENSE                                           837            1,072
                                                       -------          -------
Income Before Taxes                                    $   931          $   562

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

NET INCOME                                             $   931              562
                                                       =======          =======

NET EARNINGS PER COMMON SHARE
Primary                                                $  0.34          $  0.24
                                                       =======          =======
Fully Diluted                                          $  0.33               NA
                                                       =======          =======

AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Primary                                                  2,210            2,329
                                                       =======          =======
Fully Diluted                                            2,809               NA
                                                       =======          =======

PREFERRED STOCK DIVIDENDS                              $   191                -
                                                       =======          =======

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

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



                                       -3-


<PAGE>   4



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

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

<TABLE>
<CAPTION>
                                                                          December 29, 1996      March 31, 1996
                                                                          -----------------      --------------
                                                                       (Prepared Without Audit)   (Derived from
                                                                                                 Audited Financial
                                                                                                    Statements)
CURRENT ASSETS
<S>                                                                     <C>                       <C>           
   Cash and Cash Equivalents                                            $               312       $           40
   Accounts Receivable                                                                3,702                4,476
   Notes Receivable                                                                     116                  108
   Inventories
     Raw Materials                                                                    1,951                1,453
     Work In Progress                                                                   946                  909
     Finished Goods                                                                   3,161                2,383
   Deferred Tax Benefit                                                                 256                  256
   Prepaid Expenses and Supplies                                                        113                   23
   Refundable Income Taxes                                                               33                   33
                                                                        -------------------       --------------
               Total Current Assets                                     $            10,590       $        9,681
                                                                        -------------------       --------------
SINKING FUND DEPOSITS                                                   $               414       $        2,237
                                                                        -------------------       --------------
PROPERTY, PLANT, AND EQUIPMENT                                          $            30,627       $       31,381
                                                                        -------------------       --------------
ACCUMULATED DEPRECIATION                                                 (           13,268)       (      13,273)
                                                                        -------------------       --------------
                                                                        $            17,359       $       18,108       
PROPERTY, PLANT AND EQUIPMENT HELD FOR SALE                             $             1,615       $            - 
ACCUMULATED DEPRECIATION                                                 (            1,020)                   - 
                                                                        -------------------       --------------
                                                                        $               595       $            -
                                                                        -------------------       --------------
DEFERRED CHARGES, net                                                   $                 4       $           55
                                                                        -------------------       --------------
NOTE RECEIVABLE                                                         $               191       $          273
                                                                        -------------------       --------------
NOTES RECEIVABLE FROM OFFICERS/SHAREHOLDERS                             $               100       $          100
                                                                        -------------------       --------------
            TOTAL ASSETS                                                $            29,253       $       30,454
                                                                        ===================       ==============

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

CURRENT LIABILITIES:
   Short-Term Debt                                                      $             2,078        $       1,892
   Current portion of long-term debt                                                  1,003                  953
   Current portion of Capital Lease Obligation                                           64                   58
   Accounts Payable                                                                   4,551                5,251
   Accrued Expenses                                                                   1,361                1,531
                                                                        -------------------       --------------
              Total Current Liabilities                                 $             9,057        $       9,685
                                                                        -------------------       --------------
LONG-TERM DEBT, excluding current portion                               $            10,300        $      14,552
                                                                        -------------------       --------------
CAPITAL LEASE OBLIGATION                                                $               268        $         321
                                                                        -------------------       --------------
DEFERRED TAXES                                                          $               256        $         256
                                                                        -------------------       --------------
DEFERRED COMPENSATION                                                   $               675        $         603
                                                                        -------------------       --------------
PENSION LIABILITY                                                       $               118        $         117
                                                                        -------------------       --------------
                 Total Liabilities                                      $            20,674        $      25,534
                                                                        -------------------       --------------
MINORITY INTEREST                                                       $               100        $           -
                                                                        -------------------       --------------
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                                           $               217        $         217
   Paid-in Capital                                                      $             9,378        $       9,140
   Accumulated Deficit                                                   (            3,968)        (      4,709)
   Treasury Stock                                                        (               45)                   -
   Excess of Additional Pension Liability Over
     Unrecognized Prior Service Costs                                    (              258)        (        258)
                                                                        -------------------       --------------
          Total Shareholders' Investment                                $             8,479        $       4,920
                                                                        -------------------       --------------
          TOTAL LIABILITIES AND SHAREHOLDERS' INVESTMENT                $            29,253        $      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>
                                                                       Thirty-Nine Weeks Ended
                                                               -----------------------------------------
                                                               December 29, 1996      December 31, 1995
                                                               -----------------      ------------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                 <C>             
     Net Income                                                  $           931     $            562

     Adjustments to reconcile net income to net
        cash provided by operating activities -                                                         
        Depreciation and amortization                                      1,389                1,742   
        Common stock issued for awards                                        32                    -   
        Increase in deferred compensation                                     72                    -   
        Decrease in notes receivable                                          74                   69   
        Net (increase) decrease of accounts receivable,
          inventories and prepaid expenses and supplies           (          643)               4,530
        Net decrease in accounts payable and    
            accrued liabilities                                   (          870)     (         3,883)
                                                                 ---------------     ----------------
        Net cash provided by operating activities                $           985     $          3,020
                                                                 ---------------     ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital Expenditures, net                                   $(        1,492)     $(          985)
     Marketable Securities sold, net                                           -                   13
     Proceeds from Investment in Joint Venture                               500                    -
     Proceeds from sales of assets                                           324                  414
                                                                 ---------------     ----------------
            Net cash used in investing activities                $(          668)     $(          558)
                                                                 ---------------     ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase (decrease) of revolving loan including,
            non-current portion, net                             $           185      $(        1,867)
     Increase in convertible subordinated note                                 -                  514
     Cash Dividends                                               (          191)                   - 
     Sinking fund payments                                        (        2,377)      (          869)
     Proceeds from issuance of preferred stock                             2,432                    -
     Reductions to long term debt, including current portion      (            2)      (          233)
     Treasury Stock, net                                          (           45)                   -
     Repayment of Capital Lease Obligations                       (           47)                   -
                                                                 ---------------     ----------------
            Net cash used in financing activities                $(           45)     $(        2,455)
                                                                 ---------------     ----------------
            Net increase in cash and cash equivalents            $           272      $             7

CASH AND CASH EQUIVALENTS, beginning of period                   $            40      $            16
                                                                 ---------------     ----------------
CASH AND CASH EQUIVALENTS, end of period                         $           312      $            23
                                                                 ---------------     ----------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
      Interest paid                                              $           837      $         1,071
                                                                 ---------------     ----------------
      Income Taxes paid                                          $             4      $            46
                                                                 ---------------     ----------------
</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 December 29, 1996 Compared to the Thirteen Weeks Ended
December 31, 1995

         Net sales decreased $847,000, or 7%, in the third quarter as compared
         to the same quarter of the previous year. The decrease in sales was due
         primarily to a 35% ($1,573,000) 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 was awarded some new business during the quarter
         which met the profitability standards.

         In-mold label sales increased 8% ($627,000) and cylinder sales
         increased 18% ($99,000) in the third 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 $233,000 as compared to the previous year
         with lower sales volumes. Additionally, the gross profit as a
         percentage of sales increased from 15.2% to 18.2% on a comparative
         basis reflecting management's commitment to lower the Company's cost
         structure. The 18.2% third quarter gross profit represented record
         performance for the Company.

         Selling, general, and administrative expenses decreased $24,000 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 fiscal 1996 offset by additional staffing to
         handle the Scottsburg expansion plan and the hiring of additional label
         sales personnel during fiscal 1997 to expand in-mold label sales.

         Interest expense decreased $98,000 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 $503,000 [$.20 per share] as compared
         to net income of $231,000 [$.10 per share] in the same prior year
         period.




                                       -6-


<PAGE>   7




Thirty-Nine Weeks Ended December 29, 1996 Compared to the Thirty-Nine Weeks
Ended December 31, 1995

         Net sales decreased $5,820,000 or 14%, in the first nine months as
         compared to the same prior year period. The decrease in sales was due
         primarily to a 36% ($5,220,000) 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 and third quarters 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 was awarded some new business
         during the third quarter which met the profitability standards.

         In-mold label sales decreased 4.2% ($1,054,000) and cylinder sales
         increased 27% ($454,000) in the first nine 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.

         Gross profit increased by $175,000 as compared to the previous year
         with lower sales volume. Additionally, the percentage gross profit
         increased from 13.9% to 16.7% on a comparative basis 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 $30,000 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 fiscal 1996 offset by additional staffing to
         handle the Scottsburg plant expansion plan and the hiring of additional
         in-mold label sales personnel during fiscal 1997 to assist with the
         expected growth of in-mold label sales.

         Interest expense decreased $235,000 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 $931,000 [$.34 per share] as compared
         to net income of $562,000 [$.24 per share] in the same prior year
         period. Prior year net income benefited from a $300,000, or $.13 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 December 29, 1996, approximately
         $1,487,000 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, through a new corporation 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 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.

         On January 9, 1997, the Company and its lenders, PNC Bank, Ohio,
         National Association, and Star Bank, National Association, entered into
         a new Credit Agreement extending through July 31, 1998. The new loan
         agreement provides borrowings under the revolving line of credit of up
         to $4,500,000 and a $500,000 standby letter of credit to purchase raw
         materials included as a sub-limit to the revolving credit facility. The
         agreement also allows the Company to make capital expenditures of
         $3,200,000 during fiscal year 1997, $2,600,000 during fiscal year 1998,
         and $1,800,000 during fiscal year 1999 in support of its capital
         expansion program. Unexpended amounts during one fiscal year can be
         accumulated and carried over to the next fiscal year. Additionally, the
         new agreement allows the Company an annual exposure of $600,000 for
         rental payments under all lease agreements on real and personal
         property. The new agreement also reduces the fee structure of the
         Company's loan portfolio and establishes reduced interest rates if
         certain performance targets are accomplished.


                                       -8-


<PAGE>   9



         PNC Bank, Ohio, National Association, and Star Bank, National
         Association, also entered into a new loan agreement on January 9, 1997
         with Laser Graphic Systems, Incorporated providing a revolving line of
         credit of $500,000 through June 30, 2002.

         Through the third quarter ended December 29, 1996, net cash provided by
         operating activities was $985,000 as compared to $3,020,000 of net cash
         provided by operating activities through the third quarter ended
         December 31, 1995.

         At December 29, 1996, the Company's net working capital and current
         ratio were $1,533,000 and 1.17 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 December 29, 1996, the Company was in compliance with its loan
         covenants and current in its principal and interest payments on all
         debt.




                                       -9-

<PAGE>   10





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


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

           (a)  List of Exhibits

<TABLE>
<CAPTION>
                                                     Description
                                                     -----------

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

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

                10.2                      Second Amended and Restated Credit, Reimbursement
                                          and Security Agreement, Original Dated July 15, 1995,
                                          Restated Dated January 9, 1997.

                10.3                      Credit Facility Dated January 9, 1997 for Laser Graphic
                                          Systems, Incorporated

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






                                      -11-